-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GOYNfX11ftZLugvmVIUKZhr1u1HsSRyl5Tq2w7h/JqxdvZ8TaVL8259INxEVLh1q cHHFtlpEGA2lY5j/+IYY6g== 0000893220-98-001686.txt : 19981110 0000893220-98-001686.hdr.sgml : 19981110 ACCESSION NUMBER: 0000893220-98-001686 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 19981109 EFFECTIVENESS DATE: 19981109 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GLATFELTER P H CO CENTRAL INDEX KEY: 0000041719 STANDARD INDUSTRIAL CLASSIFICATION: PAPER MILLS [2621] IRS NUMBER: 230628360 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-66991 FILM NUMBER: 98740890 BUSINESS ADDRESS: STREET 1: 228 S MAIN ST CITY: SPRING GROVE STATE: PA ZIP: 17362 BUSINESS PHONE: 7172254711 MAIL ADDRESS: STREET 2: 228 S MAIN ST CITY: SPRING GROVE STATE: PA ZIP: 17362 S-8 1 FORM S-8 P. H. GLATFELTER COMPANY 1 As filed with the Securities and Exchange Commission on November 9, 1998 Registration No. 333-______ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------------------- P. H. GLATFELTER COMPANY (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Pennsylvania 23-0628360 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) Spring Grove, Pennsylvania 17362 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) P. H. Glatfelter Company 401(k) Savings Plan for Neenah Hourly Employees (FULL TITLE OF THE PLAN) Robert S. Wood Vice President - Administration and Secretary 228 S. Main Street Spring Grove, PA 17362 (NAME AND ADDRESS OF AGENT FOR SERVICE) (717) 225-4711 (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) COPY TO: MORRIS CHESTON, JR., ESQUIRE BALLARD SPAHR ANDREWS & INGERSOLL, LLP 1735 MARKET STREET, 51ST FLOOR PHILADELPHIA, PENNSYLVANIA 19103-7599 (215) 665-8500 2 CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------- Proposed Proposed Title of Maximum Maximum Securities Amount Offering Aggregate Amount of to be to be Price Per Offering Registration Registered Registered (1) Share (2) Price (2) Fee - -------------------------------------------------------------------------------- Common Stock 60,000 $.01 par value shares $12.3438 $740,628 $205.89 - --------------------------------------------------------------------------------
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, this Registration Statement shall be deemed to cover an indeterminate number of additional shares of Common Stock issuable in the event the number of outstanding shares of the Company is increased by stock split, reclassification, stock dividend and the like. (2) Estimated solely for the purpose of computing the registration fee. In accordance with Securities and Exchange Commission Rule 457(c), the price shown is based on the average of the high and low price per share of Common Stock of the Company on November 3, 1998, $12.3438, as traded on the American Stock Exchange. In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein. 2 3 PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The documents containing the information required to be included in Part I of this Registration Statement will be given or sent to all persons who are eligible to participate in the P. H. Glatfelter 401(k) Savings Plan for Neenah Hourly Employees (the "Plan"). PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. - INCORPORATION OF DOCUMENTS BY REFERENCE The following documents filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934 by P. H. Glatfelter Company (the "Company") (File No. 1-3560) are incorporated herein by reference: (a) The Company's Annual Report on Form 10-K for the year ended December 31, 1997. (b) The Company's Quarterly Report on Form 10-Q for the quarters ended March 31, 1998 and June 30, 1998. (c) The Company's Current Report on Form 8-K and Amendment No. 1 thereto on Form 8-K/A dated January 2, 1998. Each document filed by the Company subsequent to the date hereof pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such document. Item 4. - DESCRIPTION OF SECURITIES Common Stock The Common Stock to be offered pursuant to the Plan has been registered pursuant to Section 12 of the Securities Exchange Act of 1934. Accordingly, a description of the Common Stock is not required herein. 3 4 Item 5. - INTERESTS OF NAMED EXPERTS AND COUNSEL Not applicable. Item 6. - INDEMNIFICATION OF DIRECTORS AND OFFICERS See Section 2.11 and Sections 3.1 through 3.7 of the Company's Bylaws and Section 1713 and Sections 1741 through 1750 of the Pennsylvania Business Corporation Law of 1988. The Company's Bylaws include a provision to eliminate the personal liability of its directors for monetary damages for breach or alleged breach of their duty of care to the full extent permitted by Pennsylvania law. In addition, the Company's Bylaws provide that the Company shall indemnify its directors and officers to the full extent permitted by Pennsylvania law. The Company has insurance coverage for losses by any person who is or hereafter may be a director or officer of the Company arising from claims against that person for any wrongful act (subject to certain exceptions) in his capacity as a director or officer of the Company. The policy also provides for reimbursement to the Company for indemnification given by the Company, pursuant to common or statutory law or its Articles of Incorporation or Bylaws to any such person arising from any such claim. The policy's coverage is limited to a maximum of $20,000,000 for each loss and each policy year and there is a deductible of $1,500,000 for the Company. Item 7. - EXEMPTION FROM REGISTRATION CLAIMED Not applicable. Item 8. - EXHIBITS 4.1 Specimen copy of Common Stock Certificate (incorporated by reference to Exhibit 4 to the Company's Registration Statement on Form S-8, Reg. No. 33-54409) 4.2 P. H. Glatfelter Company 401(k) Savings Plan for Neenah Hourly Employees 5 Opinion of Ballard Spahr Andrews & Ingersoll, LLP 15 Letter regarding unaudited interim financial information 23.1 Consent of Deloitte & Touche LLP 23.2 Consent of Deloitte & Touche GmbH 23.3 Consent of Constantin Associes and Segec Audit SA 4 5 23.4 Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in Exhibit 5) 24 Power of Attorney (included on signature page) The Company will submit the Plan and any amendment thereto to the Internal Revenue Service (the "IRS") in a timely manner and will make all changes required by the IRS in order to qualify the Plan. Item 9. - UNDERTAKINGS A. Rule 415 Offering The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement. (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; Provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to section 13 or section 15(d) 5 6 of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. B. Filings Incorporating Subsequent Exchange Act Documents By Reference The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. C. Request for Acceleration of Effective Date or Filing of Registration Statement on Form S-8 Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 6 7 SIGNATURES The Registrant. Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Spring Grove, Commonwealth of Pennsylvania, on November 9, 1998. P. H. GLATFELTER COMPANY November 9, 1998 By:/s/ R. P. Newcomer --------------------------------------------- R. P. Newcomer Executive Vice President, Chief Financial Officer and Director POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints R. P. Newcomer and R. S. Wood and each of them, as true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. 7 8
Signature Title Date - --------- ----- ---- /s/ G. H. Glatfelter II President, Chief November 9, 1998 - ------------------------------- Executive Officer G. H. Glatfelter II and Director /s/ T. C. Norris Chairman and Director November 9, 1998 - ------------------------------- T. C. Norris /s/ R. P. Newcomer Executive Vice November 9, 1998 - ------------------------------- President, Chief R. P. Newcomer Financial Officer and Director /s/ C. M. Smith Vice President - November 9, 1998 - ------------------------------- Finance, Assistant C. M. Smith Secretary and Controller /s/ R. E. Chappell Director November 9, 1998 - ------------------------------- R. E. Chappell /s/ N. DeBenedictis Director November 9, 1998 - ------------------------------- N. DeBenedictis /s/ G. H. Glatfelter Director November 9, 1998 - ------------------------------- G. H. Glatfelter /s/ R. S. Hillas Director November 9, 1998 - ------------------------------- R. S. Hillas /s/ M. A. Johnson II Director November 9, 1998 - ------------------------------- M. A. Johnson II
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Signature Title Date - --------- ----- ---- /s/ R. W. Kelso Director November 9, 1998 - ------------------------------- R. W. Kelso /s/ P. R. Roedel Director November 9, 1998 - ------------------------------- P. R. Roedel /s/ J. M. Sanzo Director November 9, 1998 - ------------------------------- J. M. Sanzo /s/ R. L. Smoot Director November 9, 1998 - ------------------------------- R. L. Smoot
9 10 The Plan. Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the employee benefit plan) have duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Spring Grove, Commonwealth of Pennsylvania, on November 9, 1998. P. H. GLATFELTER COMPANY 401(K) SAVINGS PLAN FOR NEENAH HOURLY EMPLOYEES By:/s/ R. P. Newcomer --------------------------------- R. P. Newcomer Chairman Employee Benefits Committee 10 11 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION - ----------- ----------- 4.1 Specimen copy of Common Stock Certificate (incorporated by reference to Exhibit 4 to the Company's Registration Statement on Form S-8, Reg. No. 33-54409) 4.2 P. H. Glatfelter Company 401(k) Savings Plan for Neenah Hourly Employees 5 Opinion of Ballard Spahr Andrews & Ingersoll, LLP 15 Letter regarding unaudited interim financial information 23.1 Consent of Deloitte & Touche LLP 23.2 Consent of Deloitte & Touche GmbH 23.3 Consent of Constantin Associes and Segec Audit SA 23.4 Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in Exhibit 5) 24 Power of Attorney (included on signature page)
11 EX-4.2 2 P. H. GLATFELTER COMPANY 401(K) SAVINGS PLAN 1 EXHIBIT 4.2 P.H. GLATFELTER COMPANY 401(K) SAVINGS PLAN FOR NEENAH HOURLY EMPLOYEES EFFECTIVE JANUARY 1, 1999 2 TABLE OF CONTENTS
PAGE ---- ARTICLE I DEFINITIONS "Account".................................................................... 1 "Matching Contribution Account".............................................. 1 "Payroll Reduction Account".................................................. 1 "Rollover Account"........................................................... 1 "Actual Deferral Percentage"................................................. 2 "Affiliated Company"......................................................... 2 "Age"........................................................................ 2 "Average Actual Deferral Percentage"......................................... 2 "Average Contribution Percentage"............................................ 3 "Benefit Commencement Date".................................................. 3 "Board of Directors"......................................................... 3 "Break in Service"........................................................... 3 "Code"....................................................................... 3 "Committee".................................................................. 3 "Company".................................................................... 3 "Compensation"............................................................... 3 "Contribution Percentage".................................................... 4 "Covered Employee"........................................................... 5 "Effective Date"............................................................. 5 "Eligible Employee".......................................................... 5 "Employee"................................................................... 5 "Employment Commencement Date"............................................... 5 "ERISA"...................................................................... 5 "Fund"....................................................................... 5 "Highly Compensated Eligible Employee"....................................... 6 "Highly Compensated Employee"................................................ 6 "Hour of Service"............................................................ 6 "Investment Medium".......................................................... 7 "Limitation Year"............................................................ 7 "Matching Contributions"..................................................... 7 "Normal Retirement Age"...................................................... 8 "Normal Retirement Date"..................................................... 8 "Participant"................................................................ 8 "Participating Company"...................................................... 8 "Payroll Reduction Contributions"............................................ 8 "Plan"....................................................................... 8 "Plan Year".................................................................. 8 "Qualified Military Service"................................................. 8 "Required Beginning Date".................................................... 8 "Returning Veteran".......................................................... 8 "Rollover Contributions"..................................................... 8 "Separation from Service".................................................... 8 "Trust Agreement"............................................................ 9 "Trustee".................................................................... 9 "Uniformed Services"......................................................... 9
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PAGE ---- "Valuation Date"............................................................ 9 "Year of Eligibility Service"............................................... 9 "Year of Service"........................................................... 9 ARTICLE II ELIGIBILITY TO PARTICIPATE 2.1 Rights Affected....................................................... 10 2.2 Year of Eligibility Service........................................... 10 2.3 Eligibility to Participate - Payroll Reduction Contributions....................................................... 10 2.4 Election to Make Payroll Reduction Contributions...................... 10 2.5 Participation in Matching Contributions............................... 11 2.6 Data.................................................................. 11 ARTICLE III CONTRIBUTIONS TO THE PLAN 3.1 Payroll Reduction Contributions....................................... 12 3.2 Change of Percentage Rate............................................. 12 3.3 Discontinuance of Payroll Reduction Contributions..................... 13 3.4 Matching Contribution................................................. 13 3.5 Timing and Deductibility of Contributions............................. 13 3.6 Fund.................................................................. 13 3.7 Limitation on Payroll Reduction Contributions and Matching Contributions.............................................. 14 3.8 Prevention of Violation of Limitation on Payroll Reduction Contributions and Matching Contributions.................. 16 3.9 Maximum Allocation.................................................... 20 ARTICLE IV PARTICIPANTS' ACCOUNTS 4.1 Accounts.............................................................. 23 4.2 Valuation............................................................. 23 4.3 Apportionment of Gain or Loss......................................... 23 4.4 Accounting for Allocations............................................ 23 ARTICLE V DISTRIBUTION 5.1 General............................................................... 24 5.2 Separation from Service............................................... 24 5.3 Death................................................................. 24 5.4 Valuation for Distribution............................................ 24 5.5 Timing of Distribution................................................ 24 5.6 Mode of Distribution.................................................. 26 5.7 Beneficiary Designation............................................... 27 5.8 Recalculation of Life Expectancy...................................... 28 5.9 Direct Rollover of Account to Other Plan.............................. 28 5.10 Other Distributions................................................... 30
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PAGE ---- ARTICLE VI VESTING 6.1 Nonforfeitable Amounts................................................ 31 6.2 Years of Service for Vesting.......................................... 31 6.3 Breaks in Service and Loss of Service................................. 31 6.4 Restoration of Service................................................ 32 6.5 Forfeitures and Restoration of Forfeited Amounts upon Reemployment................................................... 33 ARTICLE VII TREATMENT OF RETURNING VETERANS 7.1 Applicability and Effective Date...................................... 35 7.2 Eligibility to Participate............................................ 35 7.3 No Break in Service................................................... 35 7.4 Vesting Credit........................................................ 35 7.5 Restoration of Payroll Reduction...................................... 35 7.6 Determination of Compensation......................................... 36 7.7 Restoration of Matching Contributions................................. 36 7.8 Application of Certain Limitations.................................... 36 7.9 Suspension of Loan Repayments......................................... 37 7.10 Administrative Rules and Procedures................................... 37 ARTICLE VIII ROLLOVER CONTRIBUTIONS AND TRANSFERS 8.1 Rollover Contributions................................................ 38 8.2 Transfers to and from Salaried Group.................................. 39 ARTICLE IX WITHDRAWALS 9.1 Emergency and Financial Hardship Withdrawals.......................... 41 9.2 Amount and Payment of Withdrawals..................................... 44 9.3 Withdrawals Not Subject to Replacement................................ 44 9.4 Pledged Amounts....................................................... 44 9.5 Investment Medium to be Charged with Withdrawal....................... 44 ARTICLE X LOANS TO PARTICIPANTS 10.1 Loan Application...................................................... 45 10.2 Loan Approval......................................................... 45 10.3 Amount of Loan........................................................ 45 10.4 Terms of Loan......................................................... 46 10.5 Enforcement........................................................... 47 10.6 Additional Rules...................................................... 47
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PAGE ---- ARTICLE XI ADMINISTRATION 11.1 Committee............................................................. 48 11.2 Duties and Powers of Committee........................................ 48 11.3 Functioning of Committee.............................................. 49 11.4 Disputes.............................................................. 49 11.5 Indemnification....................................................... 50 ARTICLE XII THE FUND 12.1 Designation of Trustee................................................ 51 12.2 Exclusive Benefit..................................................... 51 12.3 No Interest in Fund................................................... 51 12.4 Trustee............................................................... 51 12.5 Investments and Voting of Shares...................................... 51 ARTICLE XIII AMENDMENT OR TERMINATION OF THE PLAN 13.1 Power of Amendment and Termination.................................... 53 13.2 Merger................................................................ 53 ARTICLE XIV TOP-HEAVY PROVISIONS 14.1 General............................................................... 54 14.2 Definitions........................................................... 54 14.3 Minimum Contribution for Non-Key Employees............................ 57 14.4 Social Security....................................................... 58 14.5 Adjustment to Maximum Benefit Limitation.............................. 58 ARTICLE XV GENERAL PROVISIONS 15.1 No Employment Rights................................................... 59 15.2 Governing Law.......................................................... 59 15.3 Severability of Provisions............................................. 59 15.4 No Interest in Fund.................................................... 59 15.5 Spendthrift Clause..................................................... 59 15.6 Incapacity............................................................. 59 15.7 Withholding............................................................ 60 15.8 Missing Persons........................................................ 60
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PAGE ---- ARTICLE XVI RIGHTS OF ALTERNATE PAYEES 16.1 General............................................................... 61 16.2 Distribution.......................................................... 61 16.3 Withdrawals........................................................... 61 16.4 Death Benefits........................................................ 61 16.5 Investment Direction.................................................. 62
SCHEDULE A - MINIMUM DISTRIBUTION INCIDENTAL BENEFIT TABLE v 7 P.H. GLATFELTER COMPANY 401(k) SAVINGS PLAN FOR NEENAH HOURLY EMPLOYEES WHEREAS, P.H. Glatfelter Company (the "Company") desires to adopt a written 401(k) savings plan, effective January 1, 1999, for certain of its hourly-paid Employees at its Neenah, Wisconsin Mill, which plan is intended to comply with the requirements of the Employee Retirement Income Security Act of 1974 and with the Internal Revenue Code of 1986, as amended; NOW, THEREFORE, effective January 1, 1999, the P.H. Glatfelter 401(k) Savings Plan for Neenah Hourly Employees is established as hereinafter set forth: ARTICLE I DEFINITIONS Except where otherwise clearly indicated by context, the masculine shall include the feminine and the singular shall include the plural, and vice-versa. Any term used herein without an initial capital letter that is used in a provision of the Code with which this Plan must comply to meet the requirements of section 401(a) of the Code shall be interpreted as having the meaning used in such provision of the Code, if necessary for the Plan to comply with such provision. "Account" means the entries maintained in the records of the Trustee which represent the Participant's interest in the Fund. The term "Account" shall refer, as the context indicates, to any or all of the following: "Matching Contribution Account" -- the Account to which are credited Matching Contributions allocated to a Participant, adjustments for withdrawals and distributions, and the earnings, losses and expenses attributable thereto. "Payroll Reduction Account" -- the Account to which are credited a Participant's Payroll Reduction Contributions, adjustments for withdrawals and distributions, and the earnings, losses and expenses attributable thereto. "Rollover Account" -- the Account to which are credited a Participant's Rollover Contributions, adjustments for withdrawals and distributions, and the earnings, losses and expenses attributable thereto. 8 "Actual Deferral Percentage" means, for any Eligible Employee for a given Plan Year, the ratio of: (a) the sum of: (1) such Eligible Employee's Payroll Reduction Contributions for the Plan Year, plus (2) in the case of any Highly Compensated Eligible Employee, his elective deferrals for the year under any other qualified retirement plan, other than an employee stock ownership plan as defined in section 4975(e)(7) of the Code or a tax credit employee stock ownership plan as defined in section 409(a) of the Code, maintained by the Participating Company or any Affiliated Company, plus (3) at the election of the Committee, any portion of the Eligible Employee's Matching Contributions required or permitted to be taken into account under section 401(k) of the Code and the regulations issued thereunder, to (b) the Eligible Employee's Compensation for the Plan Year. "Affiliated Company" means, with respect to any Participating Company, (a) any corporation that is a member of a controlled group of corporations, as determined under section 414(b) of the Code, which includes such Participating Company; (b) any member of an affiliated service group, as determined under section 414(m) of the Code, of which such Participating Company is a member; (c) any trade or business (whether or not incorporated) that is under common control with such Participating Company, as determined under section 414(c) of the Code; and (d) any other organization or entity which is required to be aggregated with the Participating Company under section 414(o) of the Code and regulations issued thereunder."50% Affiliated Company" means an Affiliated Company, but determined with "more than 50%" substituted for the phrase "at least 80%" in section 1563(a) of the Code, when applying sections 414(b) and (c) of the Code. "Age" means, for any individual, his age on his last birthday, except that an individual attains Age 59 1/2 or Age 70 1/2 on the corresponding date in the sixth calendar month following the month in which his 59th or 70th (respectively) birthday falls (or the last day of such sixth month if there is no such corresponding date therein). "Average Actual Deferral Percentage" means, for a specified group of Eligible Employees for a Plan Year, the 2 9 average of the Actual Deferral Percentages for such Eligible Employees for the Plan Year. "Average Contribution Percentage" means, for a specified group of Eligible Employees for a Plan Year, the average of the Contribution Percentages for such Eligible Employees for the Plan Year. "Benefit Commencement Date" means, for any Participant or beneficiary, the date as of which the first benefit payment, including a single sum, from the Participant's Account is due. "Board of Directors" means the Board of Directors of the Company or its delegate. "Break in Service" means, for any Employee, any Plan Year described in Section 6.3. "Code" means the Internal Revenue Code of 1986, as amended, and any regulations issued thereunder. "Committee" means the individuals appointed as the Employee Benefits Committee by the Board of Directors to supervise the administration of the Plan, as provided in Article XI. "Company" means the P. H. Glatfelter Company and its successors. "Compensation" means, for any Eligible Employee, for any Plan Year or Limitation Year, as the case may be: (a) For purposes of Sections 3.1 and 3.4, subject to the limitations set forth in Subsection (d) of this definition, his regular earnings, including shift differential pay, for hours worked as a Covered Employee (including Payroll Deduction Contributions and deferrals under a plan described in section 125 of the Code with respect to such regular earnings). Compensation shall exclude all other types of earnings, which include, but are not limited to, premium earnings for hours worked by the Participant other than shift differentials, holiday pay, vacation pay, sickness and accident pay, and all other fringe benefits. (b) For all other purposes, subject to the limitations set forth in subsection (d) of this definition, the Employee's compensation shall consist of total wages as reported in the box titled "wages, tips, other compensation" of Form W-2 (i.e. wages as defined in section 3401(a) of the Code and all other payments of compensation for which the Participating Company is required to furnish the employee a written statement under sections 6041(d) and 6051(a)(3) of the Code) plus: 3 10 (1) Payroll Reduction Contributions and other elective deferrals under any other plan described in section 401(k) of the Code maintained by a Participating Company or Affiliated Company, and (2) Amounts excluded from gross income under a plan described in section 125 of the Code. (c) For purposes of the definitions of Actual Deferral Percentage and Contribution Percentage in this Article (except as otherwise provided in such definitions), the Committee may elect not to include the amounts in paragraphs (b)(1) and (2) of this definition. (d) With respect to any Plan Year, only compensation not in excess of the amount to which the $160,000 limit of Code section 401(a)(17) has been indexed shall be taken into account, except that this Subsection (d) shall not apply for purposes of Section 3.9 and Section 14.2(c). "Contribution Percentage" means for any Eligible Employee for a given Plan Year, the ratio of: (a) the sum of (1) such Eligible Employee's Matching Contributions for the Plan Year (to the extent not included in such Eligible Employee's Actual Deferral Percentage for such Plan Year), plus (2) in the case of any Highly Compensated Eligible Employee, any employee contributions and employer matching contributions, including any elective deferrals recharacterized as employee contributions, under any other qualified retirement plan, other than an employee stock ownership plan as defined in section 4975(e)(7) of the Code or a tax credit employee stock ownership plan as defined in section 409(a) of the Code, maintained by the Participating Company or any Affiliated Company, plus (3) at the election of the Committee, any portion of the Eligible Employee's Payroll Reduction Contributions for the Plan Year or elective deferrals under any other qualified retirement plan maintained by a Participating Company or any Affiliated Company that may be disregarded without causing this Plan or such other qualified retirement plan to fail to satisfy the requirements of section 401(k)(3) of the Code and the regulations issued thereunder; to (b) The Eligible Employee's Compensation for the Plan Year. 4 11 "Covered Employee" means (a) an hourly Employee of the Company at its Neenah Mill represented for purposes of collective bargaining by the United Paperworkers International Union and its Affiliated Local 889, and (b) any other hourly Employee of the Company's Neenah Mill. An Employee who is such solely by reason of being a leased employee shall not be a Covered Employee. A Covered Employee shall not include any individual classified by a Participating Company as an independent contractor, regardless of whether he is subsequently determined to be an employee for employment tax or other purposes. "Effective Date" means January 1, 1999, the effective date of this Plan. "Eligible Employee" means an Employee who has become an Eligible Employee as set forth in Section 2.3, and who is a Covered Employee. (a) "Collectively Bargained Eligible Employee" means an Eligible Employee who is represented for collective bargaining purposes by the United Paperworkers International Union, and its Affiliated Local 889. (b) "Non-Collectively Bargained Eligible Employee" means an Eligible Employee who is not represented for collective bargaining purposes by a labor union. "Employee" means an individual who is employed by a Participating Company or an Affiliated Company. An individual who is not otherwise employed by a Participating Company or Affiliated Company shall be deemed to be employed by such Company if he is a leased employee with respect to whose services such Participating Company or Affiliated Company is the recipient within the meaning of Code section 414(n) or 414(o), but to whom Code section 414(n)(5) does not apply. "Employment Commencement Date" means, for any Employee, the date on which he is first entitled to be credited with an "Hour of Service" described in Paragraph (a)(1) of the definition of Hour of Service in this Article. "ERISA" means the Employee Retirement Income Security Act of 1974, as amended. "Fund" means the fund established for this Plan, administered under the Trust Agreement, out of which benefits payable under this Plan shall be paid. "Highly Compensated Eligible Employee" means an Eligible Employee who is (or is treated as) a Highly Compensated Employee. 5 12 "Highly Compensated Employee" means an Employee who: (a) is a five-percent owner, as defined in section 416(i) of the Code either for the current Plan Year or the immediately preceding Plan Year; or (b) (1) received more than $80,000 (as indexed) in Compensation from a Participating Company or an Affiliated Company in the immediately preceding Plan Year, and (2), if so elected by the Participating Company, was among the top 20% of Employees of all Participating Companies and Affiliated Companies ranked by Compensation (excluding Employees described in section 414(q)(5) of the Code to the extent (A) permitted under the Code and regulations thereunder and (B) elected by the Committee, for the purposes of identifying the number of Employees in the top 20%). The $80,000 amount in clause (b)(1) above is adjusted at the same time and in the same manner as under Section 415(d) of the Code, except that the base period is the calendar quarter ending September 30, 1996. "Hour of Service" means, for any Employee, a credit awarded with respect to: (a) except as provided in (b) or (c), (1) each hour for which he is directly or indirectly paid or entitled to payment by a Participating Company or an Affiliated Company for the performance of employment duties; or (2) each hour for which he is entitled, either by award or agreement, to back pay from a Participating Company or an Affiliated Company, irrespective of mitigation of damages; or (3) each hour for which he is directly or indirectly paid or entitled to payment by a Participating Company or an Affiliated Company on account of a period of time during which no duties are performed due to vacation, holiday, illness, incapacity (including disability), jury duty, layoff, leave of absence, or military duty; or (4) each hour credited pursuant to Section 6.3. (b) For any period that includes any hours for which an Hour of Service would otherwise be credited to an Employee under (a), above, the Committee may, in accordance with rules applied in a uniform and non-discriminatory manner, elect instead to credit Hours of Service using one or more of the following equivalencies: 6 13
Basis Upon Which Records Credit Granted to Individual Are Maintained For Period - ------------------------ ---------------------------- shift actual hours for full shift day 10 Hours of Service week 45 Hours of Service semi-monthly period 95 Hours of Service month 190 Hours of Service
(c) Anything to the contrary in Subsection (a) or (b) notwithstanding: (1) No Hours of Service shall be credited to an Employee for any period merely because, during such period, payments are made or due him under a plan maintained solely for the purpose of complying with applicable workers' compensation, unemployment compensation, or disability insurance laws. (2) No more than 501 Hours of Service shall be credited to an Employee under Paragraph (a)(3) of this definition on account of any single continuous period during which no duties are performed by him, except to the extent otherwise provided in the Plan. (3) No Hours of Service shall be credited to an Employee with respect to payments solely to reimburse for medical or medically related expenses. (4) No Hours of Service shall be credited twice. (5) Hours of Service shall be credited at least as liberally as required by the rules set forth in U.S. Department of Labor Reg. Section 2530.200b-2(b) and (c). (6) In the case of an Employee who is such solely by reason of service as a leased employee within the meaning of section 414(n) or 414(o) of the Code, Hours of Service shall be credited as if such Employee were employed and paid with respect to such service (or with respect to any related absences or entitlements) by the Participating Company or Affiliated Company that is the recipient thereof. "Investment Medium" means any fund, contract, obligation, or other mode of investment to which a Participant may direct the investment of the assets of his Account. "Limitation Year" means the Plan Year. "Matching Contributions" means the amounts contributed by the Company pursuant to Section 3.4. 7 14 "Normal Retirement Age" means, for any Participant, the date on which he attains Age 65. "Normal Retirement Date" means, for any Participant, the first day of the month coincident with or next following his attainment of Normal Retirement Age. "Participant" means an individual for whom one or more Accounts are maintained under the Plan. "Participating Company" means the Company and each other organization which is authorized by the Board of Directors to adopt this Plan and which adopts the Plan by action of its Board of Directors or other governing body. "Payroll Reduction Contributions" means, for any Participant, contributions on his behalf as provided in Section 3.1(a). "Plan" means the P.H. Glatfelter Company 401(k) Savings Plan for Neenah Hourly Employees, as set forth herein. "Plan Year" means the calendar year. "Qualified Military Service" means any service (either voluntary or involuntary) by an individual in the Uniformed Services if such individual is entitled to reemployment rights with a Participating Company with respect to such service. "Required Beginning Date" means (a) for any Participant who is a 5-percent owner (within the meaning of section 416 of the Code) of a Participating Company at any time during the five-Plan-Year period ending in the calendar year in which he attains Age 70 1/2, or thereafter, April 1 of the calendar year next following the calendar year in which he attains Age 70 1/2, and (b) for each other Participant, April 1 of the calendar year following the calendar year in which the last to occur of the Participant's Separation from Service or his attainment of Age 70 1/2 takes place. "Returning Veteran" means a former Employee who, on or after December 12, 1994, returns from Qualified Military Service to employment by a Participating Company within the period of time during which his reemployment rights are protected by law. "Rollover Contributions" means, for any Participant, his rollover contributions as provided in Section 8.1. "Separation from Service" means, for any Employee, his death, retirement, resignation, discharge or any absence that causes him to cease to be an Employee. 8 15 "Trust Agreement" means any agreement and declaration of trust executed under this Plan. "Trustee" means the corporate trustee or one or more individuals collectively appointed and acting under the Trust Agreement. "Uniformed Services" means the Armed Forces, the Army National Guard and Air National Guard (when engaged in active duty for training, inactive duty training, or full-time National Guard duty), the commissioned corps of the Public Health Service, and any other category of persons designated by the President of the United States in time of war or emergency. "Valuation Date" means the last day of each Plan Year and each interim date on which the Committee determines that a valuation of the Fund shall be made. "Year of Eligibility Service" means, for any Employee, a credit used to determine his eligibility to participate under the Plan, as further described in Section 2.2. "Year of Service" means, for any Employee, a credit used to determine his vested status under the Plan, as further described in Section 6.2. 9 16 ARTICLE II ELIGIBILITY TO PARTICIPATE 2.1 Rights Affected. Any Employee or former Employee who is not a Covered Employee on or after January 1, 1998 shall have no rights or benefits hereunder. 2.2 Year of Eligibility Service. (a) An Employee shall be credited with a Year of Eligibility Service as of the close of the 12-consecutive-month period that begins on his Employment Commencement Date if he is credited with 1,000 or more Hours of Service during such period. (b) An Employee who is not credited with 1,000 Hours of Service during such period shall be credited with a Year of Eligibility Service as of the close of the first Plan Year beginning on or after his Employment Commencement Date in which he is credited with 1,000 or more Hours of Service. 2.3 Eligibility to Participate - Payroll Reduction Contributions. (a) Each Covered Employee as of the Effective Date who was eligible to participate in the Plan immediately prior to the Effective Date shall be an Eligible Employee as of the Effective Date. (b) Each Covered Employee who was not eligible to participate immediately prior to the Effective Date shall become an Eligible Employee on the first day of the calendar month coincident with or next following the date he completes one Year of Eligibility Service, if he is then a Covered Employee. (c) If an individual is not a Covered Employee on the date he would otherwise become an Eligible Employee pursuant to Subsection (b) of this Section, he shall become an Eligible Employee as of the first date thereafter on which he is a Covered Employee. (d) An Eligible Employee who ceases to be a Covered Employee, by Separation from Service or otherwise, and who later becomes a Covered Employee, shall become an Eligible Employee as of the date on which he first again completes an Hour of Service as a Covered Employee. 2.4 Election to Make Payroll Reduction Contributions. Each Eligible Employee may elect to make Payroll Reduction Contributions by making an election in a form acceptable to the Committee. Such notice shall authorize the Participating Company 10 17 to reduce such Eligible Employee's regular Compensation by an amount determined in accordance with Section 3.1 and to make Payroll Reduction Contributions on such Eligible Employee's behalf in the amount of such reduction. An election with respect to a Participant's regular Compensation shall be effective as soon as administratively practicable following receipt of his election by the Committee. Such election shall remain effective until changed in accordance with Section 3.2, or until the payroll period in which the Participant ceases to be an Eligible Employee. 2.5 Participation in Matching Contributions. An Eligible Employee shall share in Matching Contributions under Section 3.4 for any payroll period if Payroll Reduction Contributions are made on his behalf from his regular Compensation in such payroll period and he is an Employee on the last day of such payroll period or if, during such payroll period, he retires after attaining Age 55 or dies. For the purposes of this Section, a Participant shall be deemed to have met the requirements that he be an Employee on the last day of a payroll period if, on such date, he is absent on leave that is protected under the Family and Medical Leave Act of 1993. 2.6 Data. Each Employee shall furnish to the Committee such data as the Committee may consider necessary for the determination of the Employee's rights and benefits under the Plan and shall otherwise cooperate fully with the Committee in the administration of the Plan. 11 18 ARTICLE III CONTRIBUTIONS TO THE PLAN 3.1 Payroll Reduction Contributions. (a) When an Eligible Employee files an election under Section 2.4 to have Payroll Reduction Contributions made on his behalf, he shall elect the percentage by which his Compensation shall be reduced on account of such Payroll Reduction Contributions. Subject to Section 3.7, this percentage may be between one percent (1%) and fifteen percent (15%) of such Compensation, rounded to the nearer whole percent. The Participating Company shall contribute an amount equal to such percentage of the Eligible Employee's Compensation to the Fund for credit to the Eligible Employee's Payroll Reduction Account provided that such contributions may be prospectively limited as provided in Section 3.7. (b) Payroll Reduction Contributions made on behalf of an Eligible Employee under this Plan together with elective deferrals under any other plan or arrangement maintained by any Participating Company or Affiliated Company shall not exceed $10,000 (as adjusted in accordance with section 402(g) of the Code and regulations thereunder) for any calendar year. To the extent necessary to satisfy this limitation for any year: (1) elections under Subsection (a) of this Section shall be prospectively restricted; and, (2) after application of Subparagraph (1), the excess Payroll Reduction Contributions and excess elective deferrals under any other plan or arrangement maintained by any Participating Company or Affiliated Company (with earnings thereon, but reduced by any amounts previously distributed under Subsection (a) of Section 3.7 for the year) shall be paid to the Participant on or before the April 15 first following the calendar year in which such contributions were made. 3.2 Change of Percentage Rate. A Participant may without penalty change the percentage of Compensation designated by him as his contribution rate under Subsection (a) of Section 3.1 to any percentage permitted by such Subsection, and such percentage shall remain in effect until so changed, or until the payroll period in which the Participant ceases to be Eligible Employee. Any such change shall be made in a form and according to procedures determined by the Committee and shall become effective as soon as administratively practicable following receipt of the change by the Committee. 12 19 3.3 Discontinuance of Payroll Reduction Contributions. A Participant may discontinue his Payroll Reduction Contributions at any time. Such discontinuance shall become effective as soon as administratively practical. A Participant who discontinues his Payroll Reduction Contributions may resume his Payroll Reduction Contributions by making a new election in accordance with Section 3.2. 3.4 Matching Contribution. (a) Subject to Sections 3.7 and 3.9, each Participating Company shall contribute to the Fund for each payroll period an amount equal to fifty percent (50%) of all Participants' Payroll Reduction Contributions for each payroll period not in excess of three percent (3%) of each Eligible Employee's Compensation, provided that such contributions may be prospectively limited as provided in Section 3.8 and provided further that the contribution under this Section shall not cause the total contributions by the Participating Company to exceed the maximum allowable current deduction under the applicable provisions of the Code. Matching Contributions shall be credited to the Matching Contribution Accounts of Participants in proportion to their Payroll Reduction Contributions for the payroll period not in excess of three percent (3%) of each Eligible Employee's Compensation for the payroll period. 3.5 Timing and Deductibility of Contributions. Matching Contributions for any Plan Year under this Article shall be made no later than the last date on which amounts so paid may be deducted for Federal income tax purposes for the taxable year of the employer in which the Plan Year ends. All Participating Company contributions are expressly conditioned upon their deductibility for Federal income tax purposes. Amounts contributed as Payroll Reduction Contributions or Rollover Contributions will be remitted to the Trustee as soon as practicable, but no later than the fifteenth (15th) business day of the month following the month in which such contributions were received or withheld from the Participant's Compensation. 3.6 Fund. The contributions deposited by the Participating Company in the Fund in accordance with this Article shall constitute a fund held for the benefit of Participants and their eligible beneficiaries under and in accordance with this Plan. No part of the principal or income of the Fund shall be used for, or diverted to, purposes other than for the exclusive benefit of such Participants and their eligible beneficiaries (including necessary administrative costs); provided, that (a) in the case of a contribution made by the Participating Company as a mistake of fact, or for which a tax deduction is disallowed, in whole or in part, by the Internal Revenue Service, the Participating Company shall be entitled to a refund of said contributions, which must be made within one year after payment 13 20 of a contribution made as a mistake of fact, or within one year after disallowance of the tax deduction, to the extent of such disallowance, and (b) in the case of contributions made by the Participating Company which are conditioned on the initial qualification of the plan under section 401 of the Code, if the Plan is the subject of an adverse determination with respect to its initial qualification, then the Participating Company shall be entitled to a refund of said contributions, but only if application for the determination is made by the time prescribed by law for filing the Participating Company's federal income tax return for the taxable year in which the Plan is adopted or such later date as may be permitted by applicable Treasury Regulation or other applicable administrative pronouncements. 3.7 Limitation on Payroll Reduction Contributions and Matching Contributions. (a) For any Plan Year, the Average Actual Deferral Percentage for the Highly Compensated Eligible Employees shall not exceed the greater of: (1) one hundred twenty-five percent (125%) of the Average Actual Deferral Percentage for the immediately preceding Plan Year for all other Eligible Employees; or (2) the lesser of: (A) two hundred percent (200%) of the Average Actual Deferral Percentage for the immediately preceding Plan Year for all other Eligible Employees; or (B) two percent (2%) plus the Average Actual Deferral Percentage for the immediately preceding Plan Year for all other Eligible Employees. The test described above shall be applied separately to (i) Eligible Employees who are Collectively Bargained Eligible Employees and (ii) Eligible Employees who are Non-Collectively Bargained Eligible Employees. (b) For any Plan Year, the Average Contribution Percentage for the Highly Compensated Eligible Employees who are Non-Collectively Bargained Eligible Employees shall not exceed the greater of: (1) one hundred twenty-five (125%) of the Average Contribution Percentage for the immediately preceding Plan Year for all other Eligible Employees who are Non-Collectively Bargained Eligible Employees; or 14 21 (2) the lesser of: (A) two hundred percent (200%) of the Average Contribution Percentage for the immediately preceding Plan Year for all other Eligible Employees who are Non-Collectively Bargained Eligible Employees; or (B) two percent (2%) plus the Average Contribution Percentage for the immediately preceding Plan Year for all other Eligible Employees who are Non-Collectively Bargained Eligible Employees. (c) For any Plan Year, the sum of the Average Actual Deferral Percentage and the Average Contribution Percentage for the Highly Compensated Eligible Employees who are Non-Collectively Bargained Eligible Employees shall not exceed the greater of: (1) the sum of: (A) one hundred twenty-five percent (125%) of the greater of the Average Actual Deferral Percentage or the Average Contribution Percentage for the immediately preceding Plan Year for all other Eligible Employees who are Non-Collectively Bargained Eligible Employees; plus (B) the lesser of: (i) two hundred percent (200%) of the lesser of the Average Actual Deferral Percentage or the Average Contribution Percentage for the immediately preceding Plan Year for all other Eligible Employees who are Non-Collectively Bargained Eligible Employees; or (ii) two percent (2%) plus the lesser of the Average Actual Deferral Percentage or the Average Contribution Percentage for the immediately preceding Plan Year for all other Eligible Employees who are Non-Collectively Bargained Eligible Employees; or (2) the sum of: (A) one hundred twenty-five percent (125%) of the lesser of the Average Actual Deferral Percentage or the Average Contribution Percentage for the immediately preceding Plan Year for all other Eligible Employees who are Non-Collectively Bargained Eligible Employees; plus (B) the lesser of: (i) two hundred percent (200%) of the greater of the Average Actual Deferral Percentage or the 15 22 Average Contribution Percentage for the immediately preceding Plan Year for all other Eligible Employees who are Non-Collectively Bargained Eligible Employees; or (ii) two percent (2%) plus the greater of the Average Actual Deferral Percentage or the Average Contribution Percentage for the immediately preceding Plan Year for all other Eligible Employees who are Non-Collectively Bargained Eligible Employees. (d) Solely with respect to the Plan Year beginning January 1, 1999, for purposes of subsections (a), (b) and (c), the "Average Actual Deferral Percentage for the immediately preceding Plan Year" and the "Average Contribution Percentage for the immediately preceding Plan Year", (1) Shall be deemed to equal three percent (3%) and one and one-half percent (1 1/2%), respectively; or alternatively, (2) At the election of a Participating Company, shall be calculated based on the Plan Year beginning January 1, 1999. (e) Notwithstanding subsections (a), (b) and (c) of this section, a Participating Company may elect that the limits of such subsections be revised by deleting the phrase "for the immediately preceding Plan Year" whenever it appears therein. Once made, such an election may not be revoked except as permitted by law. (f) If the Plan and any other plan(s) maintained by a Participating Company or an Affiliated Company are treated as a single plan for purposes of section 401(a)(4) or section 410(b) of the Code, the limitations in Subsections (a) through (e) of this Section shall be applied by treating the Plan and such other plan(s) as a single plan. Also, if this Plan is permissively aggregated with one or more other plans for purposes of section 401(k) or section 401(m) of the Code, the aggregated plans must also satisfy sections 401(a)(4) and 410(b) of the Code as though they were a single plan. (g) The application of this Section shall satisfy sections 401(k) and 401(m) of the Code and regulations thereunder and such other requirements as may be prescribed by the Secretary of the Treasury. 3.8 Prevention of Violation of Limitation on Payroll Reduction Contributions and Matching Contributions. The Committee shall monitor the level of Participants' Payroll Reduction Contributions and Matching Contributions and elective 16 23 deferrals, employee contributions, and employer matching contributions under any other qualified retirement plan maintained by a Participating Company or any Affiliated Company to insure against exceeding the limits of Section 3.7. To the extent practicable, the Committee may prospectively limit (i) some or all of the Highly Compensated Eligible Employees' Payroll Reduction Contributions to reduce the Average Actual Deferral Percentage of the Highly Compensated Eligible Employees to the extent necessary to satisfy subsection (a) of Section 3.7 and/or (ii) some or all of the Highly Compensated Eligible Employees' Matching Contributions to reduce the Average Contribution Percentage of the Highly Compensated Eligible Employees to the extent necessary to satisfy subsection (b) of Section 3.7 and/or (iii) some or all of the Highly Compensated Eligible Employees' Payroll Reduction Contributions and Matching Contributions to the extent necessary to satisfy subsection (c) of Section 3.7. If the Committee determines after the end of the Plan Year that the limits of Section 3.7 may be or have been exceeded, it shall take the appropriate following action for such Plan Year: (a) (1) The Payroll Reduction Contributions for Highly Compensated Eligible Employees shall be reduced in accordance with Paragraph (2) of this Subsection (a). (2) (A) The aggregate amount that must be distributed to Highly Compensated Eligible Employees shall be determined as follows: (i) The Committee shall calculate the amount by which the Payroll Reduction Contributions of each Highly Compensated Eligible Employee would have to be reduced in order to obtain the highest Average Actual Deferral Percentage that would permit one of the tests in Subsection 3.7(a) to be satisfied. (ii) The amount described in Clause (2)(A)(i) shall be determined in order of Actual Deferral Percentages, beginning with the Highly Compensated Eligible Employee whose Actual Deferral Percentage is the highest. (B) The aggregate amount determined under Subparagraph (A) shall be allocated among the Highly Compensated Eligible Employees as follows: (i) The Payroll Reduction Contributions for the Highly Compensated Eligible Employee(s) with the highest dollar amount of Payroll Reduction Contributions shall be reduced until either (I) the total reduction(s) equal the required aggregate reduction determined under Subparagraph (A), or (II) the reduced amount of Payroll Reduction Contributions for the affected Highly Compensated Eligible Employee(s) equals those of the Highly Compensated Eligible 17 24 Employee(s) with the next highest dollar amount of Payroll Reduction Contributions. If necessary, this process shall be repeated until the aggregate dollar amount of reductions equals the required aggregate reduction determined under Subparagraph (A). (ii) The amount of Payroll Reduction Contributions to be reduced for any Highly Compensated Eligible Employee shall be decreased by any amounts previously distributed to him under Section 3.1 for the year. (C) Not later than the end of the Plan Year following the close of the Plan Year for which the Payroll Reduction Contributions were made, the amount of the required reduction to any Highly Compensated Eligible Employee's Payroll Reduction Contributions, at the Committee's direction shall be paid to the Highly Compensated Eligible Employee, with earnings attributable thereto (as determined in accordance with applicable Treasury Regulations); provided, however, that for any Participant who is also a participant in any other qualified retirement plan maintained by the Participating Company or any Affiliated Company under which the Participant makes elective deferrals for such year, the Committee shall coordinate corrective actions under this Plan and such plan for the year. (3) In lieu of or in addition to the action described in Paragraph (a)(1) of this Section, the Participating Company may, in its sole discretion, make a Matching Contribution under Section 3.4 which contribution shall be allocated pro-rata based on Payroll Reduction Contributions among the Matching Contribution accounts of only those Eligible Employees who are not Highly Compensated Eligible Employees in an amount necessary to satisfy at least one of the tests in Subsection (a) of Section 3.7. Matching Contributions made pursuant to this Paragraph (a)(2) shall be accounted for separately, shall be 100% nonforfeitable and shall not be eligible for withdrawal under Article IX prior to the Participant's attainment of Age 59-1/2. (b) (1) The Matching Contributions for the Highly Compensated Eligible Employees shall be reduced in accordance with Paragraph (2) of this subsection (b). (2) (A) The aggregate amount of Matching Contributions that must be distributed to Highly Compensated Eligible Employees shall be determined as follows: (i) The Committee shall calculate the amount by which the Matching Contributions for each Highly Compensated Eligible Employee would have to be reduced in order to obtain the highest Average Contribution Percentage that would permit one of the tests in Subsection 3.7(b) to be satisfied. 18 25 (ii) The amount described in Clause (2)(A)(i) shall be determined in order of Actual Contribution Percentages, beginning with the Highly Compensated Eligible Employee whose Actual Contribution Percentage is the highest. (B) The aggregate amount determined under Subparagraph (A) shall be allocated among the Highly Compensated Eligible Employees as follows. The Matching Contributions for the Highly Compensated Eligible Employee(s) with the highest dollar amount of Matching Contributions shall be reduced until either (i) the total reduction(s) equal the required aggregate reduction determined under Subparagraph (A), or (ii) the reduced amount of Matching Contributions for the affected Highly Compensated Eligible Employee(s) equals those of the Highly Compensated Eligible Employee(s) with the next highest dollar amount of Matching Contributions. If necessary, this process shall be repeated until the aggregate dollar amount of reductions equals the required aggregate reduction determined under Subparagraph (A). (C) Not later than the end of the Plan Year following the close of the Plan Year for which such contributions were made, the amount of the required reduction to any Highly Compensated Eligible Employee's Matching Contributions with earnings attributable thereto (as determined in accordance with applicable Treasury Regulations), at the Committee's direction, shall be treated as a forfeiture of the Highly Compensated Eligible Employee's Matching Contribution for the Plan Year to the extent such contributions are forfeitable (which forfeiture shall be used to reduce future Matching Contributions), or paid to the Highly Compensated Eligible Employee to the extent such contributions are nonforfeitable; provided, however, that, for any Participant who is also a participant in any other qualified retirement plan maintained by the Participating Company or any Affiliated Company under which the Participant makes employee contributions or is credited with employer matching contributions for the year, the Committee shall coordinate corrective actions under this Plan and such other plan for the year. (3) In lieu of or in addition to the action described in Paragraph (b)(1) of this Section, the Participating Company may, in its sole discretion, make a Matching Contribution under Section 3.4, which contribution shall be allocated pro rata based on Payroll Reduction Contributions among the Matching Contribution Accounts of only those Eligible Employees who are not Highly Compensated Eligible Employees is an amount necessary to satisfy at least one of the tests in Subsection (b) of Section 3.7. Matching Contributions made pursuant to this Paragraph (b)(2) shall be accounted for separately, shall be 100% 19 26 nonforfeitable and shall not be eligible for withdrawal under Article IX prior to the Participant's attainment of Age 59-1/2. (c) (1) If the test in Subsection (c) of Section 3.7 is not satisfied, then the Payroll Reduction Contributions and/or the Matching Contributions for Highly Compensated Eligible Employees shall be reduced in accordance with Paragraph (2) below, and to the extent determined by the Committee. (2) The reduction(s) shall be accomplished in the same manner as is set forth in Subsections (a) and (b) of this Section 3.8, whichever is appropriate. A reduction to Payroll Reduction Contributions shall be charged against the appropriate Highly Compensated Eligible Employees' Payroll Reduction Accounts. A reduction to Matching Contributions shall be charged against the appropriate Highly Compensated Eligible Employees' Matching Contribution Accounts. Notwithstanding the foregoing, for any Participant who is also a participant in any other qualified retirement plan maintained by a Participating Company or any Affiliated Company under which the Participant makes employee contributions or elective deferrals or is credited with employer matching contributions for such year, the Committee shall coordinate corrective actions under this Plan and such other plan for the year. (d) If the corrective payment to a Highly Compensated Eligible Employee of his Payroll Reduction Contributions pursuant to Subparagraph (a)(1)(C) causes Matching Contributions made on his behalf for the Plan Year (excluding such Matching Contributions that were forfeited or paid to the Participant pursuant to Subsection (b)(2) or Subsection (c) of this Section) to exceed fifty percent (50%) of his remaining Payroll Reduction Contributions up to 3% of Compensation for the Plan Year, the Matching Contributions in excess of fifty percent (50%) of his Payroll Reduction Contributions up to 3% of Compensation for the Plan Year that were not distributed to him shall be forfeited, and used to offset future Matching Contributions. (e) If the Plan and any other plan maintained by a Participating Company or an Affiliated Company are treated as a single plan pursuant to Subsection (f) of Section 3.7, the Committee shall coordinate corrective actions under the Plan and such other plan for the year. 20 27 3.9 Maximum Allocation. The provisions of this Section shall be construed to comply with section 415 of the Code. In no event shall amounts allocated to a Participant's Account under the Plan exceed the limitations set forth in Section 415 of the Code which are hereby incorporated into the Plan and supersede any inconsistent provisions in this Section 3.9. (a) Notwithstanding anything in this Plan to the contrary, in no event shall the sum of: (1) any Matching Contributions, Payroll Reduction Contributions and other employer contributions; any forfeitures, and any employee contributions allocated for any Limitation Year to any Participant (including any such amounts distributed pursuant to Section 3.8 but not amounts distributed pursuant to Section 3.1) under this and any other defined contribution plan maintained by the Participating Company or any 50% Affiliated Company; and (2) all amounts allocated to any Participant to an individual medical account (within the meaning of Code section 415(l)(2)) which is part of a pension or annuity plan maintained by a Participating Company or any 50% Affiliated Company; and (3) all amounts which are attributable to post-retirement medical benefits allocated to a separate account of a Participant who is a key employee, as defined in section 419A(d)(3) of the Code, under a welfare benefit fund maintained by a Participating Company or any 50% Affiliated Company; exceed the lesser of $30,000, (or such other dollar limitation in effect for the Limitation Year under section 415(c)(1)(A) of the Code) or twenty-five percent (25%) of such Participant's Compensation for the Limitation Year. For any Limitation Year that is less than 12 months, the dollar limitation otherwise applicable under this paragraph shall be multiplied by fraction, the numerator of which is the number of months in the Limitation Year and the denominator of which is 12. The 25% Compensation limitation shall not apply to any contribution for medical benefits (within the meaning of section 401(h) or 419A(f)(2) of the Code) which is otherwise treated as an annual addition under section 415(l)(1) or 419A(d)(2) of the Code. (b) If the amount otherwise allocable to the Account of a Participant would exceed the amount described in Subsection (a) of this Section as a result of the reallocation of forfeitures, a reasonable error in estimating the Participant's Compensation, a reasonable error in determining the amount of Payroll Reduction Contributions that may be made with respect to a Participant under the limits of this Section or such other 21 28 circumstances as permitted by law, the Committee shall determine which portion, if any, of such excess amount is attributable to the Participant's Payroll Reduction Contributions and/or Matching Contributions, if any, until such amount has been exhausted, and shall take the following appropriate steps to correct such violation: (1) Excess Payroll Reduction Contributions and earnings thereon shall be paid to the Participant as soon as is administratively feasible. (2) (A) While the Participant remains a Covered Employee, his excess Matching Contributions shall be held in a suspense account (which shall not share in investment gains and losses of the Fund) by the Trustee until the following Plan Year (or any succeeding Plan Years), at which time such amounts shall be allocated to the Participant's Account before any Matching Contributions or Payroll Reduction Contributions are made on his behalf for such Plan Year; and (B) When the Participant ceases to be a Covered Employee, his excess Matching Contributions along with earnings thereon, held in the suspense account shall be allocated in the following Plan Year (or any succeeding Plan Years) to the Accounts of other Participants in the Plan. (c) If, in any Limitation Year beginning before January 1, 2000, a Participant is a participant in one or more defined benefit plans sponsored by a Participating Company or a 50% Affiliated Company, the annual additions of the Participant under the Plan shall not be reduced unless the annual benefit under the defined benefit plan(s) is not reduced to the extent necessary to meet the combined plan limits of Section 415(e) of the Code. 22 29 ARTICLE IV PARTICIPANTS' ACCOUNTS 4.1 Accounts. All contributions and earnings thereon may be invested in one commingled Fund for the benefit of all Participants. However, in order that the interest of each Participant may be accurately determined and computed, separate Accounts shall be maintained for each Participant and each Participant's Accounts shall be made up of subaccounts reflecting his investment elections pursuant to Section 12.5. These Accounts shall represent the Participant's individual interest in the Fund. All contributions shall be credited to Participants' Accounts as set forth in Article III, and paid to the Participants' Accounts when received by the Trustee. 4.2 Valuation. The value of each Investment Medium in the Fund shall be computed by the Trustee as of the close of business on each Valuation Date on the basis of the fair market value of the assets of the Fund. 4.3 Apportionment of Gain or Loss. The value of each Investment Medium in the Fund, as computed pursuant to Section 4.2, shall be compared with the value of such Investment Medium in the Fund as of the preceding Valuation Date. Any difference in the value, not including contributions, distributions, fees, forfeitures, transfers, loan issues, and loan repayments made since the preceding Valuation Date, shall be the net increase or decrease of such Investment Medium in the Fund, and such amount shall be ratably apportioned by the Trustee on its books, among the Participants' Accounts which are invested in such Investment Medium at the current Valuation Date. 4.4 Accounting for Allocations. The Committee shall establish or provide for the establishment of accounting procedures for the purpose of making the allocations, valuations and adjustments to Participants' Accounts provided for in this Article. From time to time such procedures may be modified for the purpose of achieving equitable and non-discriminatory allocations among the Accounts of Participants in accordance with the general concepts of the Plan and the provisions of this Article. 23 30 ARTICLE V DISTRIBUTION 5.1 General. The interest of each Participant in the Fund shall be distributed in the manner, in the amount, and at the time provided in this Article, except as provided in Article IX (with respect to withdrawals) and except in the event of the termination of the Plan. The provisions of this Article shall be construed in accordance with section 401(a)(9) of the Code and regulations thereunder, including the incidental death benefit requirements of section 401(a)(9)(G) of the Code. 5.2 Separation from Service. A Participant who has a Separation from Service for reasons other than death shall have his nonforfeitable interest in his Account paid to him or applied for his benefit in accordance with the provisions of this Article. 5.3 Death. If a Participant dies before his entire nonforfeitable interest in his Account has been paid to him, his remaining nonforfeitable interest shall be paid to, or applied for the benefit of, his beneficiary in accordance with the provisions of this Article. 5.4 Valuation for Distribution. For the purposes of paying the amounts to be distributed to a Participant or his beneficiaries under the provisions of this Article, the value of the Fund and the amount of the Participant's nonforfeitable interest shall be determined in accordance with the provisions of Article IV as of the Valuation Date coincident with or immediately preceding the date of any payment under this Article. Such amount shall be adjusted to take into account any additional contributions and forfeitures, if any, which have been or are to be allocated to the Participant's Account since that Valuation Date, and any distributions or withdrawals made since that date. Notwithstanding the above, the Participants' Account shall be reduced if directed by the Committee by the amount necessary to repay any outstanding loan from the Plan and interest thereon to the date the Committee declares such loan satisfied, unless such loan is repaid as provided in Section 10.4(d). 5.5 Timing of Distribution. (a) Any Participant who has a Separation from Service for any reason other than death shall be entitled to receive his nonforfeitable interest in his Account, pursuant to the following rules: 24 31 (1) Except as provided in paragraph (2), if the Participant's nonforfeitable interest in his Account is $5,000 or less, or the Participant has attained Normal Retirement Age, the Participant's Benefit Commencement Date shall be the earliest practicable date following the Valuation Date coincident with or next following his Separation from Service. (2) If the Participant has not attained Normal Retirement Age and his nonforfeitable interest exceeds, or has ever exceeded at the time of any prior distribution, $5,000, his Benefit Commencement Date shall be the earliest practicable date following his Separation from Service, except that, if the Participant does not consent to such distribution, distribution of his benefits shall commence on any later date elected by the Participant that is not later than his Normal Retirement Date, at which time his nonforfeitable interest shall be automatically paid to him. A Participant's election to receive payment prior to his Normal Retirement Date may be made no earlier than 90 days prior to the Benefit Commencement Date elected by the Participant. (3) The Committee shall inform each Participant who is subject to Paragraph (a)(2) of his right to defer distribution, the material features of the forms of payment available to him, and the relative values of such forms of payment. Such notice shall be furnished not less than 30 days nor more than 90 days prior to the date of any distribution that occurs prior to his Normal Retirement Date, except that such notice may be furnished and the distribution may be paid less than 30 days prior to the date of distribution if (1) the Committee informs the Participant that the Participant has the right to a period of at least 30 days after receiving such notice to consider the decision whether to elect a distribution and the mode in which he desires such distribution to be made, and (2) the Participant, after receiving such notice, affirmatively elects a distribution. (4) Notwithstanding the foregoing, the Participant's Benefit Commencement Date shall be no later than the 60th day following the close of the Plan Year in which the Participant attains his Normal Retirement Age or has a Separation from Service, whichever occurs last. In no event, however, shall the Benefit Commencement Date of a Participant who has a Required Beginning Date be later than such date. (b) If a Participant dies before his entire nonforfeitable interest in his Account has been paid to him, his remaining nonforfeitable interest shall be distributed to his beneficiary commencing as soon as practicable following the Participant's death. 25 32 5.6 Mode of Distribution. (a) Notwithstanding any other provision in this Article to the contrary, if the Participant's nonforfeitable interest under the Plan as of his Separation from Service or death, whichever applies, does not exceed $5,000, and has never exceeded $5,000 at the time of any prior distribution, the nonforfeitable interest of such Participant shall be paid to the Participant (or his beneficiary) in a single sum. (b) Except as provided to the contrary in this Article, a Participant may elect, in a form acceptable to the Committee, to have his nonforfeitable interest paid to him or applied for his benefit in accordance with either of the following modes of payment: (1) a single sum payment; or (2) approximately equal monthly, quarterly or annual installments over a period not to exceed the lesser of: (A) the life expectancy of the Participant or the joint and survivor life expectancy of the Participant and his beneficiary (with such life expectancy to be determined in accordance with applicable regulations under the Code); or (B) unless the sole beneficiary is the Participant's spouse, the maximum number of years determined under Schedule A; provided, however, that in the event of the Participant's death prior to his receipt of the prescribed number of annual payments, the unpaid portion of his Account shall be paid in a single sum to his designated beneficiary. (c) Benefits payable under Section 5.3 upon the death of a Participant shall be distributed in a single sum payment. Notwithstanding the foregoing, in the event that the Participant's death constitutes a default on an outstanding loan such that the unpaid balance becomes due and payable pursuant to Article X and the beneficiary fails to repay the loan in accordance with Section 10.4(d), that portion of the Participant's Account pledged as security for the loan shall be applied to repay the loan; in which case, the beneficiary may elect to receive the balance of the Participant's Account in accordance with this Subsection. (d) Except as provided in this Article, a Participant may elect the mode of payment at any time prior to 26 33 his Benefit Commencement Date. Such election shall be on a form prescribed by the Committee. If a Participant fails to make a valid election under this Section, the value of the Participant's Account shall be distributed as a single sum payment. (e) (1) Except as described in paragraph (2) below, all distributions from the Plan shall be made in cash. (2) Notwithstanding the foregoing, a Participant or beneficiary who, as of the date of distribution, has invested all or part of his Account in a stock fund which holds shares of the Common Stock of P.H. Glatfelter Company ("Company Shares") may elect, in accordance with procedures established by the Committee to receive distribution of such Company Shares in lieu of a cash distribution. Any such distribution of Company Shares shall be made subject to applicable tax withholding rules. 5.7 Beneficiary Designation. (a) Except as provided in this Section, a Participant may designate the beneficiary or beneficiaries who shall receive, on or after his death, his interest in the Fund. Such designation shall be made by executing and filing with the Committee a written instrument in such form as may be prescribed by the Committee for that purpose. Except as provided in this Section, the Participant may also revoke or change, at any time and from time to time, any beneficiary designations previously made. Such revocations and/or changes shall be made by executing and filing with the Committee a written instrument in such form as may be prescribed by the Committee for that purpose. If a Participant names a trust as beneficiary, a change in the identity of the trustees or in the instrument governing such trust shall not be deemed a change in beneficiary. (b) No designation, revocation, or change of beneficiaries shall be valid and effective unless and until filed with the Committee. (c) A Participant who does not establish to the satisfaction of the Committee that he has no spouse may not designate someone other than his spouse to be his beneficiary unless: (1) (A) such spouse (or the spouse's legal guardian if the spouse is legally incompetent) executes a written instrument whereby such spouse consents not to receive such benefit and consents either: (i) to the specific beneficiary or beneficiaries designated by the Participant; or 27 34 (ii) to the Participant's right to designate any beneficiary without further consent by the spouse; (B) such instrument acknowledges the effect of the election to which the spouse's consent is being given; and (C) such instrument is witnessed by a Plan representative or notary public; (2) the Participant: (A) establishes to the satisfaction of the Committee that his spouse cannot be located; or (B) furnishes a court order to the Committee establishing that the Participant is legally separated or has been abandoned (within the meaning of local law), unless a qualified domestic relations order pertaining to such Participant provides that the spouse's consent must be obtained; or (3) the spouse has previously given consent in accordance with this Subsection and consented to the Participant's right to designate any beneficiary without further consent by the spouse. The consent of a spouse in accordance with this Subsection (c) shall not be effective with respect to other spouses of the Participant prior to the Participant's Benefit Commencement Date, and an election to which Paragraph (2) of this Subsection (c) applies shall become void if the circumstances causing the consent of the spouse not to be required no longer exist prior to the Participant's Benefit Commencement Date. (d) If a Participant has no beneficiary under Subsection (a) of this Section, if the Participant's beneficiary(ies) predecease the Participant, or if the beneficiary(ies) cannot be located by the Committee, the interest of the deceased Participant shall be paid to the Participant's estate. 5.8 Recalculation of Life Expectancy. For purposes of Section 5.6, life expectancies shall be determined when installments begin and shall be redetermined each year thereafter in which such a redetermination would increase the payment period (so measured) by at least one year. 5.9 Direct Rollover of Account to Other Plan. (a) If (1) a Participant entitled to receive a distribution from the Plan, either pursuant to this Article or pursuant to Article VIII, or (2) the spouse or former spouse of a 28 35 Participant who is entitled to receive a distribution from the Plan pursuant to a qualified domestic relations order, directs the Committee to have the Trustee transfer all or a portion (not less than $500) of the amount to be distributed directly to: (1) an individual retirement account described in section 408(a) of the Code, (2) an individual retirement annuity described in section 408(b) of the Code (other than an endowment contract), (3) a qualified defined contribution retirement plan described in section 401(a) of the Code the terms of which permit the acceptance of rollover contributions, or (4) an annuity plan described in section 403(a), all or a portion (not less than $500) of the amount to be distributed shall be so transferred. (b) In addition, if a Participant's surviving spouse is entitled to receive a distribution from the Plan under Section 5.3, and such surviving spouse directs the Committee to have the Trustee transfer all or a portion (not less than $500) of the amount to be distributed directly to: (1) an individual retirement account described in section 408(a) of the Code, or (2) an individual retirement annuity described in section 408(b) of the Code (other than an endowment contract), all or a portion (not less than $500) of the amount to be distributed shall be so transferred. (c) The Participant, spouse or former spouse must specify the name of the plan to which the Participant, spouse or former spouse wishes to have the amount transferred, plus such other information as may be requested by the Committee, on a form and in a manner prescribed by the Committee. (d) Subsections (a) and (b) shall not apply to the following distributions: (1) any distribution which is one of a series of substantially equal payments (not less frequently than annually) over either (1) a period of 10 years or more, or (2) a period equal to the life or life expectancy of the Participant or 29 36 the joint lives or joint life expectancy of the Participant and his beneficiary, or (2) any distribution if the total distributions paid or payable from the Plan to the same individual during the same calendar year are reasonably expected by the Committee to be less than $200, or (3) that portion of any distribution after the Participant's Required Beginning Date that is required to be distributed to the Participant by the minimum distribution rules of section 401(a)(9) of the Code, or (4) such other distributions as may be exempted by applicable statute or regulation from the requirements of section 401(a)(31) of the Code. 5.10 Other Distributions. (a) Upon the sale to an entity that is not an Affiliated Company, of substantially all the assets used by a Participating Company in the trade or business of such Participating Company, a Participant who continues employment with the corporation acquiring such assets shall be entitled to have his Account paid to him. (b) Upon the sale by a Participating Company to an entity that is not an Affiliated Company of such Participating Company's interest in a subsidiary, a Participant who continues employment with such subsidiary shall be entitled to have his Account paid to him. (c) Distributions to Participants described in Subsections (a) and (b) above shall be made pursuant to the provisions of this Article as if the Participant's Separation from Service had occurred on the closing date of the sale; provided, however that no distribution shall be made under this Section unless: (1) it is a lump sum distribution as defined by section 402(d)(4) of the Code, without regard to clauses (i), (ii), (iii) and (iv) of subparagraph (A), subparagraph (B), or subparagraph (H); and (2) the Participating Company continues to maintain the Plan. 30 37 ARTICLE VI VESTING 6.1 Nonforfeitable Amounts. (a) A Participant shall have a 100% nonforfeitable interest at all times in his Payroll Reduction and Rollover Accounts. (b) (1) A Participant shall have a nonforfeitable interest in his Matching Contribution Account determined in accordance with the following schedule:
Years of Service Nonforfeitable Interest ---------------- ----------------------- less than 2 years 0 percent 2 years 25 percent 3 years 50 percent 4 years 75 percent 5 years or more 100 percent
The Participant's nonforfeitable interest increases on December 31 of each calendar year in which he has a Year of Service. After five Years of Service, the Participant is 100% vested in his Matching Contribution Account. (2) Notwithstanding the foregoing, a Participant shall have a 100% nonforfeitable interest in his entire Account upon his attainment of Normal Retirement Age or his death while an Employee. 6.2 Years of Service for Vesting. For the purposes of this Article, an Employee shall be credited with a Year of Service for each calendar year (including calendar years before the Effective Date) during which he is credited with 1,000 or more Hours of Service. 6.3 Breaks in Service and Loss of Service. (a) An Employee's Years of Service shall be cancelled if he incurs a Break in Service before his Normal Retirement Date and at a time when (1) he has no nonforfeitable interest in any of his Accounts, other than his Rollover Account or (2) he has no Account under the Plan. (b) Except as provided in Subsections (c) and (d) of this Section, an Employee or former Employee shall incur a Break in Service in any Plan Year in which he is not credited with more than 500 Hours of Service. 31 38 (c) If an Employee is absent for one or more of the following reasons, then, to the extent he is not otherwise credited with Hours of Service with respect to such absence, he shall be credited with an Hour of Service, solely for purposes of Subsection (b) of this Section, for each Hour of Service with which he would have been credited if he had continued to be actively employed during the period of absence due to: (1) layoff for a period not in excess of one year; (2) leave of absence with the approval of the Committee for a period not in excess of one year, unless such period is extended by the Committee; (3) leave of absence for any other reason that is protected under the Family and Medical Leave Act of 1993; (d) If an Employee is absent from work by reason of pregnancy, childbirth, or placement in connection with adoption, or for purposes of the care of such Employee's child immediately after birth or placement in connection with adoption, such Employee shall be credited, solely for purposes of Subsection (b) of this Section, with the Hours of Service with which such Employee would have been credited but for the absence; or, if such hours cannot be determined, with eight Hours of Service per normal workday. The total number of hours to be treated as Hours of Service under this Subsection shall not exceed 501. The hours described in this Subsection shall be credited either for the Plan Year in which the absence from work begins, if the Employee would be prevented from incurring a Break in Service in such Plan Year because the period of absence is treated as Hours of Service under this Subsection, or, in any other case, for the Plan Year next following the one in which the absence from work begins. (e) If an Employee is absent under a family or medical leave, to the extent required by the Family and Medical Leave Act of 1993 such Employee shall be credited, solely for purposes of Subsection (b), with the Hours of Service with which such Employee would have been credited but for the absence. 6.4 Restoration of Service. The Years of Service of an Employee whose Years of Service have been cancelled pursuant to Section 6.3 shall be restored to his credit if he thereafter completes a Year of Service at a time when the number of his consecutive Breaks in Service is less than the greater of (a) the number of Years of Service to his credit when the first such Break in Service occurred, or (b) five. 32 39 6.5 Forfeitures and Restoration of Forfeited Amounts upon Reemployment. (a) If a Participant who has had a Separation from Service does not thereafter complete an Hour of Service before the end of the Plan Year in which occurs the earlier of: (1) the date on which he receives or is deemed to receive a distribution of his entire nonforfeitable interest in his Account, which is less than 100%; or (2) the date on which he incurs his fifth consecutive one-year Break in Service, his Matching Contribution Account shall be closed, and the forfeitable amount held therein shall be forfeited. For purposes of this Subsection (a), a Participant who has a Separation from Service at a time when his nonforfeitable interest in the Plan is zero shall be deemed to have received a distribution described in Paragraph (1) of this Subsection on the date of such Separation from Service. (b) Amounts forfeited from a Participant's Matching Contribution Account under Subsection (a) of this Section shall be used to reduce future Matching Contributions. (c) If a Participant who has received (or is deemed to have received) a distribution described in Paragraph (a)(1) of this Section, whereby any part of his Account has been forfeited, again becomes a Covered Employee prior to incurring five consecutive one-year Breaks in Service, the amount so forfeited shall be restored to his new Matching Contribution Account, if, and only if, he repays the full amount of such distribution (if any) prior to the earlier of (1) the fifth anniversary of the date on which he subsequently becomes a Covered Employee or (2) the first date the Participant incurs five consecutive one-year Breaks in Service following the date of the distribution; provided, however, that a Participant described in the preceding sentence who is deemed to receive a distribution of his entire nonforfeitable interest shall be deemed to repay such distribution on the date he again becomes a Covered Employee. Amounts restored under this Subsection shall be charged against the following amounts in the following order of priority: (A) forfeitures for the Plan Year, (B) income or gains to the Plan, and (C) Company contributions for the Plan Year. If the foregoing amounts are insufficient, the Participating Company by whom such Participant is reemployed shall make any additional contribution necessary to accomplish the restoration. (d) If a Participant has received a distribution under the Plan, other than a distribution of his entire nonforfeitable interest in his Account upon his Separation from 33 40 Service, at a time when he has less than a 100% nonforfeitable interest in his entire Account and prior to the date on which he incurs his fifth consecutive one-year Break in Service, his nonforfeitable interest in his Account at all times prior to the date on which he incurs his fifth consecutive one-year Break in Service, shall be the difference between: (1) the amount his nonforfeitable interest would have been if he had not received the distribution; and (2) the amount to which the distribution would have increased or decreased if it had remained in the Fund. Immediately after the Participant has five consecutive one-year Breaks in Service, his nonforfeitable interest determined under this Subsection, if in excess of zero, shall be established as a separate account, and he shall at all times have a nonforfeitable interest therein. If the Participant is later reemployed as a Covered Employee, any allocations to him shall be credited to a new account, and his nonforfeitable interest therein shall be determined under Section 6.1. (e) If a Participant has had five consecutive one-year Breaks in Service and again becomes a Covered Employee, the amount forfeited under Subsection (a) of this Section shall not be restored to his new Matching Contribution Account under any circumstances. 34 41 ARTICLE VII TREATMENT OF RETURNING VETERANS 7.1 Applicability and Effective Date. The rights of any Returning Veteran who resumes employment with a Participating Company on or after December 12, 1994 shall be modified as set forth in this Article. 7.2 Eligibility to Participate. For purposes of Section 2.3, (a) A Returning Veteran who was an Eligible Employee immediately prior to his Qualified Military Service shall be deemed to have remained an Eligible Employee throughout his Qualified Military Service. (b) A Returning Veteran who would have become an Eligible Employee during the period of his Qualified Military Service, but for the resulting absence from employment, shall be deemed to have become an Eligible Employee as of the date he would have become an Eligible Employee if he had not entered into Qualified Military Service. (c) Notwithstanding the foregoing, a Returning Veteran shall not be deemed to be eligible to participate in this Plan earlier than the Effective Date. 7.3 No Break in Service. A Returning Veteran shall be deemed not to have any Break in Service on account of his Qualified Military Service. 7.4 Vesting Credit. A Returning Veteran's Years of Service shall be determined under Section 6.2, except that with respect to any period of Qualified Military Service, he shall be credited with the Hours of Service with which he would have been credited had he remained an Employee. 7.5 Restoration of Payroll Reduction. (a) Each Returning Veteran who, during his period of Qualified Military Service, would have been eligible to make Payroll Reduction Contributions shall be permitted to contribute an amount equal to the Payroll Reduction Contributions that he could have made during such absence from employment. Such "make-up" contributions shall be made during the period that begins with his reemployment by the Participating Company and ends with (1) the expiration of a period of five years, or 35 42 (2) if shorter, a period of three times the period of Qualified Military Service. (b) Any make-up contributions described in Subsection (a) hereof shall be in addition to those Payroll Reduction Contributions that the Participant may elect to make pursuant to Section 3.1. 7.6 Determination of Compensation. For purposes of determining the amount of any make-up contributions under Section 7.5, and for applying the limits of Section 3.7, a Participant's Compensation during any period of Qualified Military Service shall be deemed to equal either: (a) the Compensation he would have received but for such Qualified Military Service, based on the rate of pay he would have received from a Participating Company; or (b) if the amount described in (a) above is not reasonably certain, his average Compensation from a Participating Company during the 12-month period immediately preceding the Qualified Military Service (or, if shorter, the period of employment immediately preceding the Qualified Military Service). Such amount shall be adjusted as necessary to reflect the length of the Participant's Qualified Military Service. 7.7 Restoration of Matching Contributions. If a Returning Veteran contributes "make-up" Payroll Reduction Contributions pursuant to Section 7.5, the Participating Company shall contribute on his behalf the related Matching Contributions that it would have made under Sections 2.5 and 3.4 if such Payroll Reduction Contributions had been made in the year to which they relate. Such Matching Contributions shall not include the earnings that would have accrued on such amount or any forfeitures that would have been allocated to his Account during the period of Qualified Military Service. 7.8 Application of Certain Limitations. (a) For purposes of applying the limitations of Section 3.8, any make-up contributions described in Section 7.5, and any related Matching Contributions described in Section 7.7, shall be treated as contributions for the Limitation Year to which they relate, rather than the Limitation Year in which they are actually made. (b) For purposes of applying the limitations of Subsection 3.1, any such make-up contributions described in Section 7.5 shall be treated as contributions for the calendar year to which they relate, rather than the calendar year in which they are actually made. 36 43 (c) For purposes of applying the limitations of Section 3.8 and Article XIV, any make-up contributions described in Section 7.5 and related Matching Contributions described in Section 7.7 shall be disregarded, both for the Plan Year to which the contributions relate, and for the Plan Year in which they are actually made. 7.9 Suspension of Loan Repayments. Notwithstanding any provisions of Article X to the contrary, if a Participant receives a loan from the Plan and enters into Qualified Military Service during the term of the loan, a decrease in Compensation or failure to make required loan repayments during such Qualified Military Service shall not result in a default under Section 10.4. 7.10 Administrative Rules and Procedures. The Committee shall establish such rules and procedures as it deems necessary or desirable to implement the provisions of this Article, provided that they are not in violation of the Uniformed Services Employment and Reemployment Rights Act of 1994, any regulations thereunder, or any other applicable law. 37 44 ARTICLE VIII ROLLOVER CONTRIBUTIONS AND TRANSFERS 8.1 Rollover Contributions. (a) Subject to the restrictions set forth in Subsection (b), a Covered Employee may transfer or have transferred directly to the Fund, from any qualified retirement plan of a former employer, all or a portion of his interest in the distributing plan. (b) The Trustee shall not accept a distribution from any other qualified retirement plan unless the following conditions are met: (1) (A) the distribution being transferred must come directly from the fiduciary of the plan of the former employer, or (B) it must come from the Employee within 60 days after the Employee receives a distribution from such other qualified retirement plan and must comply with the provisions of section 402(c), 403(a)(4), or 408(d)(3) of the Code, whichever applies; (2) distributions from a plan for a self-employed person shall not be transferred to this Plan, unless the transfer is directly to the Fund from the funding agent of the distributing plan; (3) the interest being transferred shall not include assets from any plan to the extent that the Committee determines that the transfer of such interest (A) would impose upon this Plan requirements as to form of distribution that would not otherwise apply hereunder or (B) would otherwise result in the elimination of Code section 411(d)(6) protected benefits or (C) would cause the Plan to be a direct or indirect transferee of a plan to which the joint and survivor annuity requirements of sections 401(a)(11) and 417 of the Code apply; and (4) the interest being transferred shall not contain nondeductible contributions or employee after-tax contributions made to the distributing plan by the Employee unless the transfer to the Fund is directly from the funding agent of the distributing plan. (c) The distributions transferred by or for a Covered Employee from another qualified retirement plan shall be credited to the Employee's Rollover Account. An Employee shall be fully vested at all times in his Rollover Account. An 38 45 Employee's Rollover Account shall be distributed as otherwise provided under the Plan. 8.2 Transfers to and from Salaried Group. (a) A former Participant in this Plan who becomes a participant in the P.H. Glatfelter 401(k) Savings Plan (the "Salaried Plan") shall have his Accounts under this Plan transferred to the Salaried Plan, and held in the analogous account or accounts under the terms of the Salaried Plan, as soon as practicable following his participation in that plan. After such transfer, the Employee shall have no further rights under this Plan. (b) In the event that the Account of a Participant with an outstanding loan or loans is transferred to the Salaried Plan in accordance with Subsection (a) of this Section 8.2, the Participant's outstanding loan or loans shall be transferred to the Salaried Plan secured by his account established pursuant to such plan, and, notwithstanding any other provision of any promissory note, security agreement or any other document executed by the Participant and/or the Participant's spouse in connection with such loan, such loan or loans shall be repaid to such account and otherwise be subject to and administered in accordance with the terms and conditions of the Salaried Plan. (c) In the case of a former participant in the Salaried Plan who becomes a Participant in this Plan, this Plan shall accept the transfer of the individual's account or accounts under the Salaried Plan, which shall be held in the analogous Account or Accounts under the term of this Plan. The percentage of compensation, if any, elected by the individual as a Salary Reduction Contribution under the Salaried Plan in effect at the time he becomes a Participant under this Plan shall be applicable to his Payroll Reduction Contributions under Section 3.1 until changed by the Participant in accordance with Sections 3.2 or 3.3 The Committee shall devise procedures for the separate accounting of amounts so transferred to the extent required to preserve the rights of the individual with respect to amounts accumulated under the terms of the Salaried Plan. If the individual had an outstanding loan or loans under the Salaried Plan at the time of the above-described transfer, such loan or loans shall be transferred to and secured by his Account under this Plan, and shall, notwithstanding the provision of any promissory note, security agreement or any other document executed by the individual and/or the individual's spouse in connection with such loan, such loan or loans shall be repaid to the individual's Account under this Plan and otherwise be subject to and administered in accordance with the terms and conditions of this Plan. 39 46 (d) An Employee who had satisfied the requirements for participation in the Salaried Plan by completing a year of Eligibility Service under the terms of that plan, and who transfers to employment as a Covered Employee shall be eligible to participate in this Plan as of the first day of the calendar month coincident with or next following the date as of which he becomes a Covered Employee. 40 47 ARTICLE IX WITHDRAWALS 9.1 Emergency and Financial Hardship Withdrawals. (a) A Participant may withdraw, under the rules set forth in Subsections (b) through (e) of this Section, the following amounts which shall be charged against his Account in the following order: (1) his Rollover Account; (2) his Matching Contribution Account, other than Matching Contributions (and income thereon) counted in the Participant's Actual Deferral Percentage for any Plan Year; and (3) his Payroll Reduction Contributions under this Plan, less amounts previously withdrawn therefrom, by submitting his request in a form acceptable to the Committee. (b) A withdrawal under Subsection (a) of this Section shall be permitted only if the Committee finds that: (1) it is made on account of immediate and heavy financial need for either an "emergency" as defined in Subsection (c) or a "financial necessity" as defined in Subsection (d) of this Section; and (2) it is necessary (as defined in Subsection (e) of this Section) to satisfy such immediate and heavy financial need. (c) A withdrawal under Subsection (a) will be deemed to be on account of an immediate and heavy financial need if the Participant requests such withdrawal on account of an "emergency," which shall mean the need for funds resulting from: (1) (A) Unreimbursed medical expenses, or (B) Income loss due to the inability or decreased ability of a member of the Participant's immediate family to perform his job as a result of an accident or illness; (2) Catastrophic damage to real or personal property of the Participant where uninsured damage exceeds $5,000; 41 48 (3) Such other circumstances or events in the nature of an unanticipated emergency as may be prescribed by the United States Secretary of the Treasury or its delegate. (d) A withdrawal under Subsection (a) will be deemed to be on account of an immediate and heavy financial need if the Participant has been a Participant for at least five Plan Years, and the Participant requests such withdrawal on account of a "financial necessity". A "financial necessity" shall mean the need for funds resulting from the following: (1) For costs directly related to the purchase (excluding mortgage payments) of the Participant's principal residence; (2) To prevent eviction from or the foreclosure on the mortgage on the Participant's principal residence; (3) To pay tuition, related educational fees and room and board expenses for the next 12 months of post-secondary education for the Participant, his spouse, or dependents (as defined in section 152 of the Code); (4) such other circumstances or events as may be prescribed by the United States Secretary of the Treasury or his delegate. (e) (1) A withdrawal under Subsection (a) shall be necessary if the amount of the withdrawal does not exceed the amount of the Participant's immediate and heavy financial need that cannot be satisfied from other resources reasonably available to the Participant. The amount of an immediate and heavy financial need shall include any amounts necessary to pay any federal, state or local income taxes or penalties reasonably anticipated to result from the withdrawal. The determination as to whether a withdrawal is necessary shall be made on the basis of all relevant facts and circumstances, in accordance with applicable governmental regulations. The withdrawal shall generally be considered necessary, unless the Committee has actual knowledge to the contrary, if the Committee relies on the Participant's written representation that the financial need cannot reasonably be relieved: (A) through reimbursement or compensation by insurance or otherwise; (B) by reasonable liquidation of the Participant's assets (including those assets of his spouse and minor children that are reasonably available to the Participant), to the extent such liquidation would not itself cause an immediate and heavy financial need; 42 49 (C) by cessation of Payroll Reduction Contributions; or (D) by: (i) other withdrawals under this Article or under any other employee benefit plan in which the Participant has an interest; (ii) nontaxable loans under Article IX or under any other employee benefit plan in which the Participant has an interest; or (iii) loans from commercial sources on reasonable commercial terms. (2) Alternatively, a withdrawal under Subsection (a) of his Payroll Reduction Contributions shall be deemed to be necessary if: (A) the amount of the withdrawal does not exceed the amount of the Participant's immediate and heavy financial need, including any amounts necessary to pay any federal, state or local income taxes or penalties reasonably anticipated to result from the withdrawal; (B) the Participant has obtained all currently permissible distributions (other than hardship distributions) and non-taxable loans, if any, under this and all other plans maintained by the Participating Company and all Affiliated Companies; and (C) the Participant agrees in writing to be bound by the following rules: (i) If a Participant withdraws any amount from his Payroll Reduction Account pursuant to Subsection (a), or withdraws any elective deferrals under any other qualified retirement plan maintained by the Participating Company or any Affiliated Company, which other plan conditions such withdrawal upon the Participant's being subject to rules similar to those stated in this Subsection (e)(2), such Participant: (ii) may not make Payroll Reduction Contributions under this Plan or employee contributions (other than mandatory contributions under a defined benefit plan) or elective deferrals under any other qualified or non-qualified plan of deferred compensation (which does not include any health or welfare plan, including a health or welfare plan that is part of a cafeteria plan described in section 125 of the Code) maintained by the Participating Company or an Affiliated Company 43 50 for a period of 12 months commencing on the date of his receipt of the withdrawal; and (iii) in the calendar year next following the calendar year of such withdrawal, may not make Payroll Reduction Contributions or elective deferrals under any other qualified retirement plan maintained by the Participating Company or an Affiliated Company in excess of: a) the dollar amount described in Subsection (b) of Section 3.1 for such year, minus b) the total Payroll Reduction Contributions under this Plan and elective deferrals under any other qualified plan made by the Participant during the calendar year of the withdrawal. 9.2 Amount and Payment of Withdrawals. The amount of any withdrawal will be determined on the basis of the value of the Participant's Account and the sum of the Participant's Payroll Reduction Contributions valued as of the Valuation Date coincident with or immediately preceding the date of the withdrawal. Payment will be made in a single sum. Any withdrawal requested under this Section shall be paid as soon as practicable following the Committee's determination that the requested withdrawal complies with the terms and conditions set forth in this Section. 9.3 Withdrawals Not Subject to Replacement. A Participant may not replace any portion of his Accounts withdrawn under this Plan. 9.4 Pledged Amounts. No amount that has been pledged as security for a loan under Article IX may be withdrawn under this Article. 9.5 Investment Medium to be Charged with Withdrawal. Distribution will be made out of the Participant's interest in the various Investment Media in proportion to the Participant's share in such Investment Media. 44 51 ARTICLE X LOANS TO PARTICIPANTS 10.1 Loan Application. Each Participant who is an Eligible Employee of a Participating Company may apply for a loan from the Plan. All applications shall be made to the Committee in a form acceptable to the Committee and according to procedures adopted by the Committee, and the Committee shall rule upon such applications in a uniform and nondiscriminatory manner in accordance with the rules and guidelines established in this Article. 10.2 Loan Approval. The Committee shall have the right to reject a loan application if the Participant has the present intention to take a personal leave of absence during the period of loan repayment or on the basis of a Participant's credit worthiness and financial need or such other factors as would be considered in a normal commercial setting by an entity in the business of making loans and as the Committee determines necessary to safeguard the Fund. 10.3 Amount of Loan. (a) In no event shall a Participant be permitted to have more than one loan the purpose of which is to acquire a personal residence and two other loans outstanding at any time from this Plan. The minimum amount of any loan shall be $1,000. The Plan may deduct from a Participant's Account a fee for processing a loan. In no event shall the loan amount exceed fifty percent (50%) of the value of the vested portion of the Participant's Account determined as of the Valuation Date immediately preceding the date on which the loan application is received by the Committee. (b) The amount of any loan, when added to the amount of a Participant's outstanding loans under the Plan and all other plans qualified under section 401(a) of the Code which are sponsored by the Participating Company or any Affiliated Company shall not exceed the lesser of: (1) $50,000, reduced by the excess (if any) of: (A) the Participant's highest outstanding balance of loans during the one-year period ending on the day before the date on which such loan is made to the Participant, over 45 52 (B) the outstanding balance of loans made to the Participant on the date such loan is made to the Participant; or (2) fifty percent (50%) of the value of the Participant's nonforfeitable Account. 10.4 Terms of Loan. (a) The interest rate on loans shall be: (1) determined by the Committee, (2) at least commensurate with rates charged for similar loans by entities in the business of making loans, and (3) adjusted from time to time as circumstances warrant. Security for each loan granted pursuant to this Article shall be, to the extent necessary, the currently unpledged portion of the Participant's Rollover Account, next, the vested portion of the Participant's Matching Contribution Account and finally the Participant's Payroll Reduction Account. The loan shall be charged against the Participant's Account in the preceding order. In no event shall more than fifty percent (50%) of the Participant's vested Account as of the date the loan is made be used as security for the loan. (b) Each loan shall be evidenced by the Participant's execution of a personal installment note on such form as shall be supplied by the Committee. Each such note shall specify that, to the extent repayment is not required sooner by the terms of Subsection (d) of this Section, repayment shall be included in installments not to exceed 60 months from the date on which the loan is distributed; however, if the purpose of the loan is to acquire any dwelling unit which is to be used within a reasonable period of time as the principal residence of the Participant, the period of repayment may be as long as, but shall not exceed, 180 months. All loans from the Plan shall be non-renewable. Each note shall also specify the interest rate as determined by the Committee at the time the loan is approved. (c) All loans shall be repaid in approximately equal installments (not less frequently than quarterly) through payroll deductions or in such other manner as the Committee may determine. A Participant may repay the outstanding balance of any loan in one lump sum at any time by notifying the Committee of his intent to do so and by forwarding to the Committee payment in full of the then outstanding balance, plus interest accrued to the date of payment. The amount of principal and interest repaid by a Participant shall be credited to a Participant's Account as each repayment is made. (d) If, and only if: (1) the Participant dies; 46 53 (2) the Participant has a Separation from Service; (3) the Compensation of a Participant who is an Employee is discontinued or decreased below the amount necessary to amortize the loan and such status continues for more than one year; (4) the loan is not repaid by the time the note matures including any extensions pursuant to Subsection (d); (5) the Participant attempts to revoke any payroll deduction authorization for repayment of the loan without the consent of the Committee; (6) the Participant fails to pay any installment of the loan when due and the Committee elects to treat such failure as default; (7) any other event occurs which the Committee, in its sole discretion, believes may jeopardize the repayment of the loan; before a loan is repaid in full, the unpaid balance thereof, with interest due thereon, shall become immediately due and payable. The Participant (or his beneficiary, in the event of the Participant's death) may satisfy the loan by paying the outstanding balance of the loan within such time as may be specified in the note. If the loan and interest are not repaid within the time specified, the Committee shall satisfy the indebtedness from the amount of the Participant's vested interest in his Account as provided in Section 10.5 before making any payments otherwise due hereunder to the Participant or his beneficiary. 10.5 Enforcement. The Committee shall give written notice to the Participant (or his beneficiary in the event of the Participant's death) of an event of default described in Subsection (d) of Section 10.4. If the loan and interest are not paid within the time period specified in the notice, the Participant's Account shall be used to reduce the Participant's indebtedness at such time as the Participant is entitled to a distribution under Article V or a withdrawal under Article VIII from such Accounts. Such action shall not operate as a waiver of the rights of the Company, the Committee, the Trustee, or the Plan under applicable law. 10.6 Additional Rules. The Committee may establish additional rules relating to Participant loans under the Plan, which rules shall be applied on a uniform and non-discriminatory basis. 47 54 ARTICLE XI ADMINISTRATION 11.1 Committee. The Committee shall be the named fiduciary which shall control and manage the operation of the Plan and shall administer the Plan. The members of the Committee shall be appointed by the Board of Directors. The Committee members may, but need not, be Employees, and they shall serve at the pleasure of the Company. The Committee shall be entitled to reimbursement of expenses, but those members of the Committee who are also Employees of a Participating Company shall receive no compensation for their service on the Committee. Any reimbursement of expenses of the Committee members shall be paid directly by the Company. 11.2 Duties and Powers of Committee. In addition to the duties and powers described elsewhere hereunder, the Committee shall have the following specific duties and powers: (a) to retain such consultants, accountants and attorneys as may be deemed necessary or desirable to render statements, reports, and advice with respect to the Plan and to assist the Committee in complying with all applicable rules and regulations affecting the Plan; any consultants, accountants and attorneys may be the same as those retained by the Company; (b) to decide appeals under this Article; (c) to enact uniform and nondiscriminatory rules and regulations to carry out the provisions of the Plan; (d) to resolve questions or disputes relating to eligibility for benefits or the amount of benefits under the Plan; (e) to construe and interpret and supply omissions with respect to the provisions of the Plan; (f) to determine whether any domestic relations order received by the Plan is a qualified domestic relations order as provided in section 414(p) of the Code; (g) to evaluate administrative procedures; and (h) to delegate such duties and powers as the Committee shall determine from time to time to any person or persons. To the extent of any such delegation, the delegate shall have the duties, powers, authority and discretion of the Committee. 48 55 Any decisions and determinations made by the Committee pursuant to its duties and powers described in the Plan shall be conclusive and binding upon all parties. The Committee shall have sole discretion in carrying out its responsibilities. The expenses incurred by the Committee in connection with the operation of the Plan, including, but not limited to, the expenses incurred by reason of the engagement of professional assistants and consultants, shall be expenses of the Plan and shall be payable from the Fund at the direction of the Committee or may be paid by the Committee and reimbursed by the Plan. Expenses payable by the Plan and chargeable to a Participant's Account may be charged to the individual Account. The Participating Companies shall have the option, but not the obligation, to pay any such expenses, in whole or in part, and, by so doing, to relieve the Fund from the obligation of bearing such expenses. Payment of any such expenses by a Participating Company on one occasion shall not bind that Participating Company to pay any similar expenses on any subsequent occasion. 11.3 Functioning of Committee. The Committee and those persons or entities to whom the Committee has delegated responsibilities shall keep accurate records and minutes of meetings, interpretations, and decisions. The Committee shall act by majority vote of the members, and such action shall be evidenced by a written document. 11.4 Disputes. (a) If the Committee denies, in whole or in part, a claim for benefits by a Participant or his beneficiary, the Committee shall furnish notice of the denial to the claimant, setting forth: (1) the specific reasons for the denial; (2) specific reference to the pertinent Plan provisions on which the denial is based; (3) a description of any additional information necessary for the claimant to perfect the claim and an explanation of why such information is necessary; and (4) appropriate information as to the steps to be taken if the claimant wishes to submit his claim for review. Such notice shall be forwarded to the claimant within 90 days of the Committee's receipt of the claim; provided, however, that in special circumstances the Committee may extend the response period for up to an additional 90 days, in which event it shall notify the claimant in writing of the extension, and shall specify the reason or reasons for the extension. 49 56 (b) Within 60 days of receipt of a notice of claim denial, a claimant or his duly authorized representative may petition the Committee in writing for a full and fair review of the denial. The claimant or his duly authorized representative shall have the opportunity to review pertinent documents and to submit issues and comments in writing to the Committee. The Committee shall review the denial and shall communicate its decision and the reasons therefor to the claimant in writing within 60 days of receipt of the petition; provided, however, that in special circumstances the Committee may extend the response period for up to an additional 60 days, in which event it shall notify the claimant in writing prior to the commencement of the extension. The appeals procedure set forth in this Subsection (b) shall be the exclusive means for contesting a decision denying benefits under the Plan. 11.5 Indemnification. Each member of the Committee, and any other person who is an Employee or director of a Participating Company or an Affiliated Company shall be indemnified and held harmless by the Company against and with respect to all damages, losses, obligations, liabilities, liens, deficiencies, costs and expenses, including without limitation, reasonable attorney's fees and other costs incident to any suit, action, investigation, claim or proceedings to which he may be a party by reason of his performance of administrative functions and duties under the Plan, except in relation to matters as to which he shall be held liable for an act of willful misconduct in the performance of his duties. The foregoing right to indemnification shall be in addition to such other rights as the Committee member or other person may enjoy as a matter of law or by reason of insurance coverage of any kind. Rights granted hereunder shall be in addition to and not in lieu of any rights to indemnification to which the Committee member or other person may be entitled pursuant to the by-laws of the Participating Company. 50 57 ARTICLE XII THE FUND 12.1 Designation of Trustee. The Company, by appropriate resolution of its Board of Directors, if any, shall name and designate a Trustee and shall enter into a Trust Agreement. The Company shall have the power, by appropriate resolution of its Board of Directors, to amend the Trust Agreement, remove the Trustee, and designate a successor Trustee, as provided in the Trust Agreement. All of the assets of the Plan shall be held by the Trustee for use in accordance with the Plan. 12.2 Exclusive Benefit. Prior to the satisfaction of all liabilities under the Plan in the event of termination of the Plan, no part of the corpus or income of the Fund shall be used for or diverted to purposes other than for the exclusive benefit of Participants and their beneficiaries except as expressly provided in this Plan and in the Trust Agreement. 12.3 No Interest in Fund. No person shall have any interest in or right to any part of the assets or income of the Fund, except to the extent expressly provided in this Plan and in the Trust Agreement. 12.4 Trustee. The Trustee shall be the named fiduciary with respect to management and control of Plan assets held by it and, except as provided in Section 12.5, shall have exclusive and sole responsibility for the custody and investment thereof in accordance with the Trust Agreement. 12.5 Investments and Voting of Shares. (a) Except as provided in Subsection (e) of this Section, the Trustee shall invest Payroll Reduction Contributions and Rollover Contributions paid to it and income thereon in such Investment Media, including shares of stock of the Company, as each Participant may select in accordance with this Section. The Trustee shall invest Matching Contributions and income thereon in common stock of the Company, except that a Participant may make an investment election with respect to the portion of his Matching Contribution Account that has been held under the Plan for at least twelve months, and the Trustee shall invest the Matching Contribution Account in accordance with such election. Such investments acquired in the manner prescribed by the Plan shall be held by or for the Trustee. (b) Except as provided in Subsections (a) and (e) of this Section, a Participant shall select one or more of the Investment Media in which his Accounts shall be invested, and the 51 58 percentage thereof that shall be invested in each Investment Medium selected. Except as otherwise provided in Subsection (a), if a Participant fails to make an election pursuant to this Section, amounts allocated to his Account shall be invested in the most conservative of the Investment Media as determined by the Committee. A Participant may amend such selection by giving prior notice to the Trustee, in a form acceptable to the Trustee and according to procedures determined by the Committee. Such amendments will be subject to the other requirements of this Section. (c) The Trustee shall vote shares of stock of the Company pursuant to instructions from Participants, for which purpose the Trustee shall aggregate fractional shares and vote them in proportion to instructions from Participants with respect to whole shares. Shares for which no instructions are received shall not be voted. (d) The amounts contributed by all Participants to each Investment Medium shall be commingled for investment purposes. (e) The Trustee may hold assets of the Fund and make distributions therefrom in the form of cash without liability for interest, if for administrative purposes it becomes necessary or practical to do so. 52 59 ARTICLE XIII AMENDMENT OR TERMINATION OF THE PLAN 13.1 Power of Amendment and Termination. (a) It is the intention of the Company that this Plan will be permanent. However, the Participating Company reserves the right to terminate its participation in this Plan at any time by or pursuant to action of its Board of Directors or other governing body. Furthermore, the Company reserves the power to amend or terminate the Plan at any time by or pursuant to action of the Board of Directors. (b) Each amendment to the Plan shall be binding on each Participating Company if such Participating Company, by or pursuant to action by its board of directors or other governing body, (1) consents to such amendment at any time; or (2) fails to object thereto within thirty days after receiving notice thereof. (c) Any amendment or termination of the Plan shall become effective as of the date designated by the Board of Directors or its delegate. Except as expressly provided elsewhere in the Plan, prior to the satisfaction of all liabilities with respect to the benefits provided under this Plan, no amendment or termination shall cause any part of the monies contributed hereunder to revert to the Participating Companies or to be diverted to any purpose other than for the exclusive benefit of Participants and their beneficiaries. Upon termination or partial termination of the Plan, or upon complete discontinuance of contributions, the rights of all affected persons to benefits accrued to the date of such termination shall be nonforfeitable. Upon termination of the plan without establishment or maintenance of another defined contribution plan (other than an employee stock ownership plan as defined in section 4975(e)(7) of the Code or a simplified employee pension plan as defined in section 408(k) of the Code), Accounts shall be distributed in accordance with applicable law. 13.2 Merger. The Plan shall not be merged with or consolidated with, nor shall its assets be transferred to, any other qualified retirement plan unless each Participant would receive a benefit after such merger, consolidation, or transfer (assuming the Plan then terminated) which is equal to or greater than the benefit he would have received from his Account if the Plan had been terminated on the day before such merger, consolidation, or transfer. 53 60 ARTICLE XIV TOP-HEAVY PROVISIONS 14.1 General. The following provisions shall apply automatically to the Plan and shall supersede any contrary provisions for each Plan Year in which the Plan is a Top-Heavy Plan (as defined below). It is intended that this Article shall be construed in accordance with the provisions of section 416 of the Code. 14.2 Definitions. The following definitions shall supplement those set forth in Article I of the Plan: (a) "Aggregation Group" means this plan and each other qualified retirement plan (including a frozen plan or a plan which has been terminated during the 60-month period ending on the Determination Date) of a Participating Company or an Affiliated Company: (1) in which a Key Employee is a participant; or (2) which enables any plan in which a Key Employee participates to meet the requirements of sections 401(a)(4) or 410 of the Code; or (3) without the inclusion of which, the plans in the Aggregation Group would be Top-Heavy Plans, but, with the inclusion of which, the plans in the Aggregation Group are not Top-Heavy Plans and, taken together, meet the requirements of sections 401(a)(4) and 410 of the Code. (b) "Determination Date" means, for any Plan Year, the last day of the preceding Plan Year, except that for the first Plan Year it means the last day thereof. (c) "Key Employee" means, with respect to any Plan Year: (1) any Employee or former Employee who at any time during the 60-month period ending on the Determination Date was: (A) an officer of a Participating Company having Compensation for a Plan Year during such period greater than fifty percent (50%) of the amount in effect under section 415(b)(1)(A) of the Code for the calendar year in which such Plan Year ends; provided, that no more than 50 Employees (or, if less, the greater of three Employees or ten percent (10%) of the greatest number of Employees employed by all Participating 54 61 Companies and all Affiliated Companies during such 60-month period, but excluding employees described in section 414(q)(8) of the Code) shall be treated as officers; or (B) one of the 10 Employees having Compensation greater than the amount described in section 415(c)(1)(A) of the Code and owning (or are considered as owning, within the meaning of section 318 of the Code) the largest interests in any Participating Company or Affiliated Company, provided that such interest exceeds one-half of one percent (0.5%) of the total share ownership of the Participating Company or Affiliated Company, the total number of individuals described in this Subparagraph (B) being limited to 10 for the entire 60-month period; or (C) a five-percent (5%) owner of a Participating Company; or (D) a one-percent (1%) owner of a Participating Company having Compensation in excess of $150,000; or (2) a beneficiary of an individual described in Paragraph (1) of this Subsection. For purposes of this Subsection, Compensation shall include elective deferrals under sections 125, 402(a)(8), 402(h) and 403(b) of the Code. Determinations under this Subsection shall be made in accordance with section 416(i) of the Code and Compensation shall include Compensation received from an Affiliated Company. (d) "Key Employee Ratio" means, for any Determination Date, the ratio of the amount described in Paragraph (1) of this Subsection to the amount described in Paragraph (2) of this Subsection, after deducting from each such amount any portion thereof described in Paragraph (3) of this Subsection, where: (1) the amount described in this Paragraph is the sum of: (A) the present value of all accrued benefits of Key Employees under all qualified defined benefit plans included in the Aggregation Group; (B) the balances in all of the accounts of Key Employees under all qualified defined contribution plans included in the Aggregation Group; and (C) the amounts distributed from all plans in such Aggregation Group to or on behalf of any Key 55 62 Employee during the period of five Plan Years ending on the Determination Date, except any benefit paid on account of death to the extent it exceeds the accrued benefits or account balances immediately prior to death; (2) the amount described in this Paragraph is the sum of: (A) the present value of all accrued benefits of all participants under all qualified defined benefit plans included in the Aggregation Group; (B) the balances in all of the accounts of all participants under all qualified defined contribution plans included in the Aggregation Group; and (C) the amounts distributed from all plans in such Aggregation Group to or on behalf of any participant during the period of five Plan Years ending on the Determination Date; and (3) the amount described in this Paragraph is the sum of: (A) all rollover contributions (or fund to fund transfers) to the Plan by an Employee after December 31, 1983 from a plan sponsored by an employer which is not a Participating Company or an Affiliated Company; (B) any amount that is included in Paragraphs (1) and (2) of this Subsection for a person who is a Non-Key Employee as to the Plan Year of reference but who was a Key Employee as to any earlier Plan Year; and (C) any amount that is included in Paragraphs (1) and (2) of this Subsection for a person who has not performed any services for any Participating Company during the five-year period ending on the Determination Date. The present value of accrued benefits under any defined benefit plan shall be determined under the method used for accrual purposes for all plans maintained by all Participating Companies and Affiliated Companies if a single method is used by all such plans, or, otherwise, the slowest accrual method permitted under section 411(b)(1)(C) of the Code. (e) "Non-Key Employee" means, for any Plan Year: (1) an Employee or former Employee who is not a Key Employee with respect to such Plan Year; or 56 63 (2) a beneficiary of an individual described in Paragraph (1) of this Subsection. (f) "Super Top-Heavy Plan" means, for any Plan Year, each plan in the Aggregation Group for such Plan Year if, as of the applicable Determination Date, the Key Employee Ratio exceeds ninety percent (90%). (g) "Top-Heavy Compensation" means, for any Participant for any Plan Year, the average of his annual Compensation over the period of five consecutive Plan Years (or, if shorter, the longest period of consecutive Plan Years during which the Participant was in the employ of any Participating Company) yielding the highest average, disregarding Compensation for Plan Years after the close of the last Plan Year in which the Plan was a Top-Heavy Plan. (h) "Top-Heavy Plan" means, for any Plan Year, each plan in the Aggregation Group for such Plan Year if, as of the applicable Determination Date, the Key Employee Ratio exceeds sixty percent (60%). (i) "Year of Top-Heavy Service" means, for any Participant, a Plan Year in which he completes 1,000 or more Hours of Service, excluding Plan Years in which the Plan is not a Top-Heavy Plan. 14.3 Minimum Contribution for Non-Key Employees. (a) In each Plan Year in which the Plan is a Top-Heavy Plan, each Eligible Employee who is a Non-Key Employee (except an Eligible Employee who is a Non-Key Employee as to the Plan Year of reference but who was a Key Employee as to any earlier Plan Year) and who is an Employee on the last day of such Plan Year will receive a total minimum Participating Company or Affiliated Company contribution (including forfeitures) under all plans described in Paragraphs (a)(1) and (a)(2) of Section 14.2 of not less than three percent (3%) of the Eligible Employee's Compensation for the Plan Year. Elective deferrals and employer matching contributions to such plans shall not be used to meet the minimum contribution requirements of this Subsection. (b) The percentage set forth in Subsection (a) shall be reduced to the percentage at which contributions, including forfeitures, are made (or are required to be made) for a Plan Year for the Key Employee for whom such percentage is the highest for that Plan Year. This percentage shall be determined for each Key Employee by dividing the contribution for such Key Employee by his Compensation for the Plan Year. All defined contribution plans required to be included in an Aggregation Group shall be treated as one plan for the purpose of this Section; however, this Section shall not apply to any plan which 57 64 is required to be included in the Aggregation Group if such plan enables a defined benefit plan in the group to meet the requirements of section 401(a)(4) or section 410 of the Code. (c) If a Non-Key Employee described in Subsection (a) participates in both a defined benefit plan and a defined contribution plan described in Paragraphs (a)(1) and (a)(2) of Section 14.2, the Participating Company is not required to provide such Employee with both the minimum benefit under the defined benefit plan and the minimum contribution. In such event, the Non-Key Employee shall not receive the minimum contribution described in this Section if he has the minimum benefit required by section 416 of the Code under the defined benefit Top-Heavy Plan. 14.4 Social Security. The Plan, for each Plan Year in which it is a Top-Heavy Plan, must meet the requirements of this Article without regard to any Social Security or similar contributions or benefits. 14.5 Adjustment to Maximum Benefit Limitation. (a) For each Plan Year in which the Plan is (1) a Super Top-Heavy Plan or (2) a Top-Heavy Plan and the Board of Directors does not make the election to amend the Plan to provide the minimum contribution described in Subsection (c), the 1.25 factor in the defined benefit and defined contribution fractions described in section 415(e) of the Code shall be reduced to 1.0. The adjustment described in this Subsection shall not apply to a Participant during any period in which the Participant earns no additional accrued benefit under any defined benefit plan and has no employer contributions, forfeitures, or voluntary nondeductible contributions allocated to his accounts under any defined contribution plan. (b) If, in any Plan Year in which the Plan is a Top-Heavy Plan but not a Super Top-Heavy Plan, the Aggregation Group also includes a defined benefit plan, the Board of Directors may elect to use a factor of 1.25 in computing the denominator of the defined benefit and defined contribution fractions described in section 415(e)(3) of the Code. In the event of such election, the minimum contribution described in Section 14.3(a) for each Non-Key Employee who is not covered under a defined benefit plan shall be increased to four percent (4%), and the minimum Company contribution described in Section 14.3(c) for each Non-Key Employee who is covered under a defined benefit plan (but who does not have a minimum benefit under the defined benefit plan equal to the lesser of (1) three percent (3%) of his Top-Heavy Compensation multiplied by his Years of Top-Heavy Service or (2) thirty-percent (30%) of his Top-Heavy Compensation) shall be increased to seven and one-half percent (7 1/2%). 58 65 ARTICLE XV GENERAL PROVISIONS 15.1 No Employment Rights. Neither the action of the Company in establishing the Plan, nor of any Participating Company in adopting the Plan, nor any provisions of the Plan, nor any action taken by the Company, any Participating Company or the Committee shall be construed as giving to any Employee the right to be retained in the employ of the Company or any Participating Company, or any right to payment except to the extent of the benefits provided in the Plan to be paid from the Fund. 15.2 Governing Law. Except to the extent superseded by ERISA, all questions pertaining to the validity, construction, and operation of the Plan shall be determined in accordance with the laws of the Commonwealth of Pennsylvania. 15.3 Severability of Provisions. If any provision of this Plan is determined to be void by any court of competent jurisdiction, the Plan shall continue to operate and, for the purposes of the jurisdiction of that court only, shall be deemed not to include the provisions determined to be void. 15.4 No Interest in Fund. No person shall have any interest in, or right to, any part of the principal or income of the Fund, except as and to the extent expressly provided in this Plan and in the Trust Agreement. 15.5 Spendthrift Clause. No benefit payable at any time under this Plan and no interest or expectancy herein shall be anticipated, assigned, or alienated by any Participant or beneficiary, or subject to attachment, garnishment, levy, execution, or other legal or equitable process, except for (1) a Federal tax levy made pursuant to section 6331 of the Code and (2) any benefit payable pursuant to a qualified domestic relations order. Any attempt to alienate or assign a benefit hereunder, whether currently or hereafter payable, shall be void. 15.6 Incapacity. If the Committee deems any Participant who is entitled to receive payments hereunder incapable of receiving or disbursing the same by reason of Age, illness, infirmity, or incapacity of any kind, the Committee may direct the Trustee to apply such payments directly for the comfort, support, and maintenance of such Participant, or to pay the same to any responsible person caring for the Participant who is determined by the Committee to be qualified to receive and disburse such payments for the Participant's benefit; and the receipt of such person shall be a complete acquittance for the payment of the benefit. Payments pursuant to this Section shall be complete discharge to the extent thereof of any and all 59 66 liability of the Participating Companies, the Committee, the Trustee, and the Fund. 15.7 Withholding. The Committee and the Trustee shall have the right to withhold any and all state, local, and Federal taxes which may be withheld in accordance with applicable law. 15.8 Missing Persons. Neither the Trustee nor any Participating Company shall be obliged to search for or ascertain the whereabouts of any individual entitled to benefits under the Plan. Any individual entitled to benefits under the Plan who does not file a timely claim for his benefits will be allowed to file a claim at any later date, and payment of his benefits will commence after that later date, except that, in the event the Participating Company is satisfied that a Participant has no spouse or that a Participant's spouse cannot be located (as described in Section 5.7), and the Participant is in fact married or the spouse is later located, whichever is applicable, such spouse shall not be deemed an individual entitled to benefits under the Plan. 60 67 ARTICLE XVI RIGHTS OF ALTERNATE PAYEES 16.1 General. Except as otherwise provided in this Article, an Alternate Payee shall have no rights to a Participant's benefit and shall have no rights under this Plan other than those rights specifically granted to the Alternate Payee pursuant to a Qualified Domestic Relations Order. Notwithstanding the foregoing, an Alternate Payee shall have the right to appeal the denial of a claim for any benefits awarded to the Alternate Payee pursuant to a Qualified Domestic Relations Order, as provided in Section 11.4. Any interest of an Alternate Payee in the Account of a Participant, other than an interest payable solely upon the Participant's death pursuant to a Qualified Domestic Relations Order which provides that the Alternate Payee shall be treated as the Participant's surviving spouse, shall be separately accounted for by the Trustee in the name and for the benefit of the Alternate Payee. 16.2 Distribution. (a) Notwithstanding anything in this Plan to the contrary, a Qualified Domestic Relations Order may provide that any benefits of a Participant payable to an Alternate Payee shall be distributed immediately or at any other time specified in the order. If the order does not specify the time at which benefits shall be payable to the Alternate Payee, the benefits shall be distributed to the Alternate Payee immediately. (b) If a Qualified Domestic Relations Order does not provide the form of distribution of benefits payable to an Alternate Payee, the Alternate Payee shall have the right to elect distribution in any form provided under Article V, except that benefits to be paid in installments may not be paid over a period exceeding the life expectancy of the Alternate Payee, determined as of the date of the first distribution. (c) If the Qualified Domestic Relations Order does not specify the Investment Media from which amounts shall be paid to an Alternate Payee, such amounts shall be distributed from the Investment Media in which such Accounts are invested on a pro rata basis. 16.3 Withdrawals. Unless a Qualified Domestic Relations Order provides to the contrary, an Alternate Payee shall not be permitted to make any withdrawals under Article IX. 16.4 Death Benefits. Unless a Qualified Domestic Relations Order provides to the contrary, an Alternate Payee 61 68 shall have the right to designate a beneficiary, in the same manner as provided in Section 5.7 with respect to a Participant (except that no spousal consent shall be required), who shall receive benefits payable to the Alternate Payee which have not been distributed at the time of the Alternate Payee's death. If the Alternate Payee does not designate a beneficiary, or if the beneficiary predeceases the Alternate Payee, benefits payable to the Alternate Payee which have not been distributed shall be paid to the Alternate Payee's estate. 16.5 Investment Direction. Unless a Qualified Domestic Relations Order provides to the contrary, an Alternate Payee shall have the right to direct the investment of any portion of a Participant's Accounts payable to the Alternate Payee under such order in the same manner as provided in Article XII with respect to a Participant, which amounts shall be separately accounted for by the Trustee in the Alternate Payee's name. Executed this 21st day of August, 1998. P. H. GLATFELTER COMPANY By: /s/ C. Matthew Smith ---------------------------------- Attest: /s/ R. S. Wood --------------------------- Secretary 62 69 SCHEDULE A MINIMUM DISTRIBUTION INCIDENTAL BENEFIT TABLE
Age of Participant in calendar year preceding Required Beginning Date Maximum Years Remaining -------------------- ----------------------- 70.................................. 26.2 71.................................. 25.3 72.................................. 24.4 73.................................. 23.5 74.................................. 22.7 75.................................. 21.8 76.................................. 20.9 77.................................. 20.1 78.................................. 19.2 79.................................. 18.4 80.................................. 17.6 81.................................. 16.8 82.................................. 16.0 83.................................. 15.3 84.................................. 14.5 85.................................. 13.8 86.................................. 13.1 87.................................. 12.4 88.................................. 11.8 89.................................. 11.1 90.................................. 10.5 91.................................. 9.9 92.................................. 9.4 93.................................. 8.8 94.................................. 8.3 95.................................. 7.8 96.................................. 7.3 97.................................. 6.9 98.................................. 6.5 99.................................. 6.1 100.................................. 5.7 101.................................. 5.3 102.................................. 5.0 103.................................. 4.7 104.................................. 4.4 105.................................. 4.1 106.................................. 3.8 107.................................. 3.6 108.................................. 3.4 109.................................. 3.2 110.................................. 2.8 111.................................. 2.6 112.................................. 2.4 113.................................. 2.2 114.................................. 2.0 115 and older........................ 1.8
63 EX-5 3 OPINION OF BALLARD SPAHR ANDREWS & INGERSOLL, LLP 1 EXHIBIT 5 [BALLARD SPAHR ANDREWS & INGERSOLL, LLP LETTERHEAD] November 9, 1998 P. H. Glatfelter Company 228 S. Main Street Spring Grove, PA 17362 Re: P. H. Glatfelter Company 401(k) Savings Plan for Neenah Hourly Employees - Registration Statement on Form S-8 Gentlemen: We have acted as counsel to P. H. Glatfelter Company (the "Company") in connection with the registration under the Securities Act of 1933, as amended, of interests in the P. H. Glatfelter Company 401(k) Savings Plan for Neenah Hourly Employees (the "Plan") and 60,000 shares of common stock of the Company, par value $.01 per share (the "Shares"), issuable thereunder. In rendering our opinion, we have reviewed the Plan and such certificates, documents, corporate records and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. In giving this opinion, we have assumed the authenticity of all instruments presented to us as originals, the conformity with the originals of all instruments presented to us as copies and the genuineness of all signatures. Based on the foregoing, we are of the opinion that (i) the interests created pursuant to the Plan will be legal and binding obligations of the Company and (ii) the Shares, when issued and paid for in accordance with the terms of the Plan, will be legally issued, fully paid and non-assessable. 2 P. H. Glatfelter Company November 9, 1998 Page 2 We hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement on Form S-8 being filed with respect to the offering of the Shares. This opinion is limited to the matters expressly stated herein. No implied opinion may be inferred to extend this opinion beyond the matters expressly stated herein. We do not undertake to advise you or anyone else of any changes in the opinions expressed herein resulting from changes in law, changes in facts or any other matters that hereafter might occur or be brought to our attention. Very truly yours, /s/ Ballard Spahr Andrews & Ingersoll, LLP --------------------------------------------- Ballard Spahr Andrews & Ingersoll, LLP EX-15 4 LETTER REGARDING UNAUDITED INTERIM FINANCIAL INFO. 1 EXHIBIT (15) LETTER IN LIEU OF CONSENT REGARDING REVIEW REPORT OF UNAUDITED INTERIM FINANCIAL INFORMATION P.H. Glatfelter Company: We have reviewed, in accordance with standards established by the American Institute of Certified Public Accountants, the unaudited condensed consolidated financial statements of P.H. Glatfelter Company and subsidiaries for the three-month periods ended March 31, 1998 and 1997 and the three-month and six-month periods ended June 30, 1998 and 1997, as indicated in our reports dated April 22, 1998 and July 17, 1998, respectively; because we did not perform an audit, we expressed no opinion on that information. We are aware that our reports referred to above, which are included in your Quarterly Reports on Form 10-Q for the quarters ended March 31, 1998 and June 30, 1998, are incorporated by reference in this Registration on Form S-8. We are also aware that the aforementioned reports, pursuant to Rule 436(c) under the Securities Act of 1933, are not considered a part of the Registration Statement prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of Sections 7 and 11 of that Act. /s/ Deloitte & Touche LLP - ------------------------- Deloitte & Touche LLP Philadelphia, Pennsylvania November 5, 1998 EX-23.1 5 CONSENT OF DELOITTE & TOUCHE LLP 1 EXHIBIT (23.1) INDEPENDENT AUDITORS' CONSENT P.H. Glatfelter Company: We consent to the incorporation by reference in this Registration Statement of P.H. Glatfelter Company on Form S-8 of our report dated February 6, 1998, appearing in the Annual Report on Form 10-K of P.H. Glatfelter Company and subsidiaries for the year ended December 31, 1997. /s/ Deloitte & Touche LLP - -------------------------- Deloitte & Touche LLP Philadelphia, Pennsylvania November 5, 1998 EX-23.2 6 CONSENT OF DELOITTE & TOUCHE GMBH 1 EXHIBIT (23.2) INDEPENDENT AUDITORS' CONSENT P.H. Glatfelter Company: We consent to the incorporation by reference in this Registration Statement of P.H. Glatfelter Company on Form S-8 of our report dated March 20, 1998 with respect to the financial statements of S&H Papier-Holding GmbH for the year ended December 31, 1997, not presented separately herein, appearing in Amendment No. 1 on Form 8-K/A to the Current Report on Form 8-K dated January 2, 1998 of P.H. Glatfelter Company. /s/ Deloitte & Touche GmbH - -------------------------- Deloitte & Touche GmbH Deloitte & Touche GmbH Wirtschaftsprufungsgesellschaft Frankfurt, Germany October 23, 1998 EX-23.3 7 CONSENT OF CONSTANTIN ASSOCIES AND SEGEC AUDIT SA 1 EXHIBIT 23.3 CONSTANTIN ASSOCIES SEGEC AUDIT SA COMMISSAIRE AUX COMPTES COMMISSAIRE AUX COMPTES 26 RUE DE MARIGNAN CHEMIN DEPARTEMENTAL 63 75008 PARIS 67116 REICHSTETT INDEPENDENT AUDITORS CONSENT P.H. Glatfelter Company: We consent to the incorporation by reference in this Registration Statement of P.H. Glatfelter Company on Form S-8 of our report dated march 12th 1998 with respect to the financial statements of Papeteries de Cascadec - Odet Ergue Gaberic/France for the year ended December 31, 1997 - not presented separately herein, appearing in Amendment No. I on Form 8-K/A to the Current Report on Form 8k dated January 2, 1998 of P.H. Glatfelter Company. Paris and Reichstett, october 16, 1998 CONSTANTIN ASSOCIES SEGEC AUDIT SA COMMISSAIRE AUX COMPTES COMMISSAIRE AUX COMPTES /s/ Jean Paul Seguret /s/ Jean-Claude Klein - ------------------------- ----------------------- Jean Paul Seguret Jean-Claude Klein -----END PRIVACY-ENHANCED MESSAGE-----